<PAGE>

                                                                     EXHIBIT 4.2

                                                                (Conformed copy)



             CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF
                         SERIES A 8% SENIOR CONVERTIBLE
                          PARTICIPATING PREFERRED STOCK

                                       of

                                marchFIRST, Inc.

             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware

             We, the undersigned, Robert F. Bernard, Chief Executive Officer,
and Edward V. Szofer, Secretary, of marchFIRST, Inc., a Delaware corporation
(hereinafter called the "CORPORATION"), pursuant to the provisions of Sections
103 and 151 of the General Corporation Law of the State of Delaware, do hereby
make this Certificate of Designations and do hereby state and certify that
pursuant to the authority expressly vested in the Board of Directors of the
Corporation by the Amended and Restated Certificate of Incorporation, the Board
of Directors duly adopted the following resolutions:

             RESOLVED, that, pursuant to Article FOURTH of the Amended and
Restated Certificate of Incorporation (which authorizes 3,000,000 shares of
preferred stock, $.001 par value ("PREFERRED STOCK")), the Board of Directors
hereby fixes the powers, designations, preferences and relative, participating,
optional and other special rights, and the qualifications, limitations and
restrictions, of a series of Preferred Stock.

             RESOLVED, that each share of such series of Preferred Stock shall
rank equally in all respects and shall be subject to the following provisions:

     1. NUMBER AND DESIGNATION. 430,000 shares of the Preferred Stock of the
Corporation shall be designated as Series A 8% Senior Convertible Participating
Preferred Stock (the "SERIES A PREFERRED STOCK").

<PAGE>

     2. DEFINITIONS. Unless the context otherwise requires, when used herein the
following terms shall have the meaning indicated.

     "20 DAY MARKET PRICE" means the average of the daily Market Prices of the
Common Stock for the 20 consecutive trading days ending the day prior to the
date for which such value is to be computed.

     "ADJUSTED CONVERSION PRICE" means, at any time, the Initial Liquidation
Preference divided by the Conversion Ratio in effect at such time.

     "AFFILIATE" means, with respect to any specified Person, any other Person
which, directly or indirectly, controls, is controlled by or is under direct or
indirect common control with, such specified Person. For the purposes of this
definition, "control" when used with respect to any Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "affiliated," "controlling," and "controlled" have meanings
correlative to the foregoing.

     "BOARD OF DIRECTORS" means the Board of Directors of the Corporation.

     "BUSINESS DAY" means any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions in New York
City, New York generally are authorized or required by law or other governmental
actions to close.

     "COMMON STOCK" means the Corporation's common stock, par value $.001 per
share.

     "CONVERSION RATIO" means 500 as of the Issue Date, subject to adjustment
from time to time pursuant to paragraph 8(g) hereof.

     "DISCLOSURE LETTER" means the Disclosure Letter dated December 13, 2000
setting forth exceptions to the Stock Purchase Agreement dated as of December
13, 2000 between the Corporation and the initial holder of the Series A
Preferred Stock.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, or
any successor statute, and the rules and regulations promulgated thereunder.

     "FIRST CALL DATE" means the 1-year anniversary of the Issue Date.

     "GROUP" means a group within the meaning of Section 13(d)(3) of the
Exchange Act.

     "INITIAL LIQUIDATION PREFERENCE" is an amount equal to $1,000.00 per

                                       2

<PAGE>

whole share of Series A Preferred Stock (as adjusted for stock splits, stock
dividends and similar transactions).

     "ISSUE DATE" means the first date of issuance of shares of Series A
Preferred Stock.

     "LIQUIDATION PREFERENCE" is an amount equal to $1,000.00 per whole share of
Series A Preferred Stock as adjusted as provided in Section 4(b) for dividends
not paid in full and as adjusted for stock splits, stock dividends and similar
transactions.

     "MARKET PRICE" means, with respect to the Common Stock, on any given day,
(i) the price of the last trade, as reported on the Nasdaq National Market, not
identified as having been reported late to such system, or (ii) if the Common
Stock is so quoted, but not so traded, the average of the last bid and ask
prices, as those prices are reported on the Nasdaq National Market, or (iii) if
the Common Stock is not listed or authorized for trading on the Nasdaq National
Market or any comparable system, the average of the closing bid and asked prices
as furnished by two members of the National Association of Securities Dealers,
Inc. selected from time to time by the Corporation for that purpose; PROVIDED
that, in connection with (i) or (ii), the Corporation may from time to time
specify in advance the time at which the trade price or bid and ask prices,
respectively, shall be determined for purposes of a particular calculation under
this Certificate of Designations. If the Common Stock is not listed and traded
in a manner that the quotations referred to above are available for the period
required hereunder, the Market Price per share of Common Stock shall be deemed
to be the fair value per share of such security as determined in good faith by
the Board of Directors of the Corporation.

     "MARKET VALUE" means with respect to some number of shares of Common Stock,
the Market Price times such number of shares.

     "MINIMUM CALL STOCK PRICE TEST" shall be satisfied with respect to a notice
of redemption if the Market Price has been at least $7.50 per share (subject to
adjustment for stock splits, stock dividends and similar transactions) for 20 of
the last 30, and each of the last 5, trading days immediately preceding the date
of the notice of redemption.

     "OUTSTANDING", when used with reference to shares of stock, means issued
and outstanding shares, excluding shares held by the Corporation or a
subsidiary.

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

                                       3

<PAGE>

     "SECOND CALL DATE" means the 3-year anniversary of the Issue Date.

     "STOCKHOLDER APPROVAL EVENT" means the approval by the stockholders of
the Corporation at or before the next annual meeting of stockholders of the
Corporation of the issuance of the Series A Preferred Stock and Series B
Preferred Stock, the terms thereof and the exchange of shares of Series B
Preferred Stock into shares of Series A Preferred Stock.

     3.   RANK.(a) Any class or series of stock of the Corporation shall be
deemed to rank:

               (i) prior to the Series A Preferred Stock, either as to the
          payment of dividends or as to distribution of assets upon liquidation,
          dissolution or winding up, or both, if the holders of such class or
          series shall be entitled by the terms thereof to the receipt of
          dividends and of amounts distributable upon liquidation, dissolution
          or winding up, in preference or priority to the holders of Series A
          Preferred Stock ("SENIOR SECURITIES");

               (ii) on a parity with the Series A Preferred Stock, either as to
          the payment of dividends or as to distribution of assets upon
          liquidation, dissolution or winding up, or both, whether or not the
          dividend rates, dividend payment dates or redemption or liquidation
          prices per share thereof be different from those of the Series A
          Preferred Stock, if such stock shall be Series B 12% Senior
          Participating Preferred Stock ("SERIES B PREFERRED STOCK") or if the
          holders of the Series A Preferred Stock and of such class of stock or
          series shall be entitled by the terms thereof to the receipt of
          dividends or of amounts distributable upon liquidation, dissolution or
          winding up, or both, in proportion to their respective amounts of
          accrued and unpaid dividends per share or liquidation preferences
          (including, but not limited to preferences as to payment of dividends
          or other amounts distributable upon liquidation), without preference
          or priority one over the other and such class of stock or series is
          not a class of Senior Securities ("PARITY SECURITIES"); and

               (iii) junior to the Series A Preferred Stock, either as to the
          payment of dividends or as to the distribution of assets upon
          liquidation, dissolution or winding up, or both, if such stock or
          series shall be Common Stock or if the holders of the Series A
          Preferred Stock shall be entitled by the terms thereof to receipt of
          dividends, and of amounts distributable upon liquidation, dissolution
          or winding up, in preference or priority to the holders

                                       4

<PAGE>

          of shares of such stock or series (including, but not limited to
          preferences as to payment of dividends or other amounts distributable
          upon liquidation) ("JUNIOR SECURITIES").

          (b) The respective definitions of Senior Securities, Junior Securities
and Parity Securities shall also include any rights or options exercisable or
exchangeable for or convertible into any of the Senior Securities, Junior
Securities and Parity Securities, as the case may be.

          (c) The Series A Preferred Stock shall be subject to the creation of
Junior Securities and Parity Securities.

     4.   DIVIDENDS: (a) The holders of shares of Series A Preferred Stock
shall be entitled to receive with respect to each share of Series A Preferred
Stock, when, as and if declared by the Board of Directors, out of funds legally
available for the payment of dividends, dividends at a rate per annum equal to
eight percent (8%) of the Liquidation Preference per share, payable in
accordance with the terms of this Section 4, at the election of the Corporation
on or before each payment date, either (A) in cash or (B) in additional shares
("ADDITIONAL SHARES") of either (i) Series A Preferred Stock if a Stockholder
Approval Event shall have occurred or (ii) Series B Preferred Stock if a
Stockholder Approval Event shall not have occurred. Such dividends shall be
cumulative from the Issue Date regardless of when actually paid (except that
dividends on Additional Shares shall accrue pursuant to their terms from the
date such Additional Shares are issued), whether or not in any Dividend Period
(as defined below) or Dividend Periods there shall be funds of the Corporation
legally available for the payment of such dividends, and shall be payable
semi-annually in arrears on June 30 and December 31 of each year (unless such
day is not a Business Day, in which event such dividends shall be payable on the
next succeeding Business Day) (each such date being a "DIVIDEND PAYMENT DATE"
and each such semi-annual period being a "DIVIDEND PERIOD"). Each such dividend
shall be payable to the holders of record of shares of the Series A Preferred
Stock as they appear on the share register of the Corporation on the
corresponding Record Date. As used herein, the term "RECORD DATE" means, with
respect to the dividend payable on June 30 and December 31, respectively of each
year, the preceding June 15 and December 15, or such other record date, not more
than 60 days nor less than 10 days preceding the payment dates thereof, as shall
be fixed by the Board of Directors. Accrued and unpaid dividends for any past
Dividend Periods may be declared and paid at any time, without reference to any
Dividend Payment Date, to holders of record on such record date, not more than
45 days preceding the payment date thereof, as may be fixed by the Board of
Directors.

          (b) The amount of dividends payable for each full Dividend Period for
the Series A Preferred Stock shall be computed by dividing the annual eight
percent (8%) rate by two. The amount of dividends payable for the initial

                                       5

<PAGE>

Dividend Period, or any other period shorter or longer than a full Dividend
Period, on the Series A Preferred Stock shall be computed on the basis of
twelve 30-day months and a 360-day year. No interest, or sum of money in lieu
of interest, shall be payable in respect of any dividend payment or payments
on the Series A Preferred Stock that may be in arrears; PROVIDED that if
dividends are not paid in full on any Dividend Payment Date, dividends will
cumulate as if the Corporation elected to pay the unpaid dividends in cash
and the Liquidation Preference had been increased by the amount of unpaid
dividends until paid.

          (c) So long as any shares of the Series A Preferred Stock are
outstanding, no dividend, except as described in the next succeeding sentence,
shall be declared or paid or set apart for payment on any Parity Securities, nor
shall any Parity Securities be redeemed, purchased or otherwise acquired for any
consideration (or moneys be paid to or made available for a sinking fund for the
redemption of any shares of any such stock) by the Corporation, directly or
indirectly (except by conversion into or exchange for Junior Securities), unless
in each case full cumulative dividends have been or contemporaneously are
declared and paid or declared and consideration sufficient for the payment
thereof set apart for such payment on the Series A Preferred Stock for all
Dividend Periods terminating on or prior to the date of payment of the dividend
on such class or series of Parity Securities or the redemption, purchase or
other acquisition thereof. When dividends are not paid in full or consideration
sufficient for such payment is not set apart, as aforesaid, all dividends
declared upon shares of the Series A Preferred Stock and all dividends declared
upon any other class or series of Parity Securities shall be declared ratably in
proportion to the respective amounts of dividends accumulated and unpaid on the
Series A Preferred Stock and accumulated and unpaid on such Parity Securities.

          (d) So long as any shares of the Series A Preferred Stock are
outstanding, no dividends (other than dividends or distributions paid in shares
of, or to effectuate a stock split on, or options, warrants or rights to
subscribe for or purchase shares of, Junior Securities) shall be declared or
paid or set apart for payment or other distribution declared or made upon Junior
Securities, nor shall any Junior Securities be redeemed, purchased or otherwise
acquired (other than a redemption, purchase or other acquisition of shares of
Common Stock made for purposes of an employee incentive or benefit plan of the
Corporation or any subsidiary) (any such dividend, distribution, redemption or
purchase being hereinafter referred to as a "JUNIOR SECURITIES DISTRIBUTION")
for any consideration (or any moneys be paid to or made available for a sinking
fund for the redemption of any shares of any such stock) by the Corporation,
directly or indirectly (except by conversion into or exchange for Junior
Securities), unless in each case (i) the full cumulative dividends on all
outstanding shares of the Series A Preferred Stock and accrued and unpaid
dividends on any other Parity Securities shall have been paid or set apart for
payment for all past Dividend

                                       6

<PAGE>

Periods with respect to the Series A Preferred Stock and all past dividend
periods with respect to such Parity Securities and (ii) sufficient
consideration shall have been paid or set apart for the payment of the
dividend for the current Dividend Period with respect to the Series A
Preferred Stock and the current dividend period with respect to such Parity
Securities.

          (e) If the Corporation elects to pay dividends in Additional
Shares, the number of Additional Shares to be issued as dividends will equal
the cash amount of the dividend that would have been payable if dividends
were paid in cash, divided by the Initial Liquidation Preference.

          (f) In case the Corporation shall fix a record date for the making
of any dividend or distribution to holders of Common Stock (including
distributions of stock of the Corporation or its subsidiaries other than
dividends or distributions payable solely in Common Stock), the holder of
each share of Series A Preferred Stock on such record date shall be entitled
to receive an equivalent dividend or distribution based on the number of
shares of Common Stock into which such share of Series A Preferred Stock is
convertible on such record date.

     5. LIQUIDATION PREFERENCE. (a) In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or
involuntary, before any payment or distribution of the assets of the
Corporation (whether capital or surplus) shall be made to or set apart for
the holders of Junior Securities, the holders of the shares of Series A
Preferred Stock shall be entitled to receive with respect to each share of
Series A Preferred Stock an amount equal to all dividends (whether or not
earned or declared) accrued and unpaid thereon to the date of final
distribution to such holders plus an amount in cash equal to the Liquidation
Preference. If, upon any liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation, or proceeds thereof,
distributable among the holders of the shares of Series A Preferred Stock
shall be insufficient to pay in full the preferential amount aforesaid and
liquidating payments on any Parity Securities, then such assets, or the
proceeds thereof, shall be distributed among the holders of shares of Series
A Preferred Stock and any such other Parity Securities ratably in accordance
with the respective amounts that would be payable on such shares of Series A
Preferred Stock and any such other Parity Securities if all amounts payable
thereon were paid in full.

          (b) Upon the completion of the distribution required by Section 5(a)
and any other distribution that may be required with respect to any other series
of Preferred Stock that may from time to time come into existence, subject to
the rights of any other series of Preferred Stock that may from time to time
come into existence, the holders of Series A Preferred Stock and the holders of
Series B Preferred Stock shall participate with the Common Stock ratably on an
as converted basis (assuming that each share of Series B Preferred Stock were
converted at the same rate as Series A Preferred Stock) in the distribution of

                                       7

<PAGE>

assets, or the proceeds thereof, until the holders of Series A Preferred
Stock shall have received (including amounts paid pursuant to Section 5(a))
an aggregate of $1,500.00 per share of Series A Preferred Stock (in each case
as adjusted for any stock splits, stock dividends, recapitalizations or the
like); thereafter, subject to the rights of any other series of Preferred
Stock that may from time to time come into existence, if assets remain in the
Corporation, the holders of the Common Stock of the Corporation shall receive
the distribution of assets, or the proceeds thereof, until such time as the
holders of Common stock shall have received, in the aggregate, distributions
equal to their pro-rata percentage of the shares of the Corporation as if the
holders of Series A Preferred Stock and the holders of Series B Preferred
Stock were participating with the Common Stock (and were not entitled to any
preference thereto) on an as converted basis (assuming that each share of
Series B Preferred Stock were converted at the same rate as Series A
Preferred Stock) beginning with the first dollar paid in such liquidation,
dissolution or winding up; thereafter, subject to the rights of any other
series of Preferred Stock that may from time to time come into existence, if
assets remain in the Corporation the holders of the Common Stock, the Series
A Preferred Stock and the Series B Preferred Stock shall participate in the
remaining distributions on as converted basis (assuming that each share of
Series B Preferred Stock were converted at the same rate as Series A
Preferred Stock).

          (c) Notwithstanding anything else in this Certificate of Designation,
a liquidation, dissolution or winding up, voluntary or involuntary, of the
Corporation shall be deemed to have occurred upon (A) (i) 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, whether of the Corporation with or into any other corporation or
corporations or of any other corporation or corporations with or into the
Corporation, but excluding any merger effected exclusively for the purpose of
changing the domicile of the Corporation); or (ii) a sale of all or
substantially all of the assets of the Corporation; PROVIDED that a
consolidation or merger as a result of which the holders of capital stock of the
Corporation immediately prior to such merger or consolidation possess (by reason
of such holdings) 50% or more of the voting power of the corporation surviving
such merger or consolidation (or other corporation which is the issuer of the
capital stock into which the capital stock of the Corporation is converted or
exchanged in such merger or consolidation) shall not be treated as a
liquidation, dissolution or winding up, voluntary or involuntary, of the
Corporation within the meaning of this paragraph 5 or (B) a transaction or
series of transactions in which a person or group of persons (as defined in Rule
13d-5(b)(1) of the Exchange Act) (excluding the initial holder of the Series A
Preferred Stock or any of its Affiliates) acquires beneficial ownership (as
determined in accordance with Rule 13d-3 of the Exchange Act) of more than 50%
of the Common Stock or the voting power of the Corporation. Notwithstanding the
foregoing, in the event of a deemed

                                       8

<PAGE>

liquidation, dissolution or winding up pursuant to this Section 5(c) as a
result of a transaction in which substantially all of the consideration
received by the Corporation's stockholders is capital stock of the surviving
corporation or the parent thereof (such issuer, the "New Issuer"), if the
Board of Directors of the surviving corporation determines that the payment
of cash pursuant to Section 5(a) would have a material adverse effect on the
surviving corporation, the parent thereof or the transaction, each holder of
the Series A Preferred Stock shall have the right to receive, in exchange for
its shares of Series A Preferred Stock and in lieu of payments otherwise
payable pursuant to Sections 5(a) and 5(b), at its election, either (x)
capital stock in such amounts and in such form as would have been received
had such holder converted all of its Series A Preferred Stock immediately
prior to such transaction or (y) securities of the New Issuer equivalent in
rights and preferences to the Series A Preferred Stock.

     6. REDEMPTION. (a) The Series A Preferred Stock shall not be redeemable
by the Corporation prior to the First Call Date. All shares of Series A
Preferred Stock shall be redeemable at the option of the Corporation to the
extent the Corporation shall have funds legally available for such payment,
at any time in whole or from time to time in part, (i) on and after the
Second Call Date, or, (ii) if the Minimum Call Stock Price Test has been
satisfied, on and after the First Call Date, at a redemption price per share
equal to the Liquidation Preference, plus accrued and unpaid dividends
thereon to the date fixed for redemption.

          (b) Shares of Series A Preferred Stock which have been issued and
reacquired in any manner, including shares purchased or redeemed, shall (upon
compliance with any applicable provisions of the laws of the State of
Delaware) have the status of authorized and unissued shares of the class of
Preferred Stock undesignated as to series and may be redesignated and
reissued as part of any series of the Preferred Stock; PROVIDED that no such
issued and reacquired shares of Series A Preferred Stock shall be reissued or
sold as Series A Preferred Stock.

     7. PROCEDURE FOR REDEMPTION. (a) In the event that fewer than all the
outstanding shares of Series A Preferred Stock are to be redeemed, the number
of shares to be redeemed shall be determined by the Board of Directors and
the shares to be redeemed shall be selected by lot or pro rata (with any
fractional shares being rounded to the nearest whole share) as may be
determined by the Board of Directors.

          (b) In the event the Corporation shall redeem shares of Series A
Preferred Stock, notice of such redemption shall be given by first class
mail, postage prepaid, mailed not less than 30 days nor more than 60 days
prior to the redemption date, to each holder of record of the shares to be
redeemed at such holder's address as the same appears on the stock register
of the Corporation; PROVIDED that neither the failure to give such notice nor
any defect therein shall

                                       9

<PAGE>

affect the validity of the giving of notice for the redemption of any share
of Series A Preferred Stock to be redeemed except as to the holder to whom
the Corporation has failed to give said notice or except as to the holder
whose notice was defective. Each such notice shall state: (i) the redemption
date (which shall be a date on or after the First Call Date); (ii) the number
of shares of Series A Preferred Stock to be redeemed and, if fewer than all
the shares held by such holder are to be redeemed, the number of shares to be
redeemed from such holder (which if less than all of the shares outstanding,
must be on a pro-rata basis); (iii) the redemption price formula; (iv) the
place or places where certificates for such shares are to be surrendered for
payment of the redemption price; and (v) that dividends on the shares to be
redeemed will cease to accrue on such redemption date.

          (c) Notice having been mailed as aforesaid, from and after the
redemption date, dividends on the shares of Series A Preferred Stock so
called for redemption shall cease to accrue, and all rights of the holders
thereof as stockholders of the Corporation (except the right to receive from
the Corporation the redemption price) shall cease. Upon surrender in
accordance with said notice of the certificates for any shares so redeemed
(properly endorsed or assigned for transfer, if the Board of Directors of the
Corporation shall so require and the notice shall so state), such shares
shall be redeemed by the Corporation at the redemption price as aforesaid. In
case fewer than all the shares represented by any such certificate are
redeemed, a new certificate shall be issued representing the unredeemed
shares without cost to the holder thereof.

     8. CONVERSION. (a) Subject to the provisions of this paragraph 8, the
holders of the shares of Series A Preferred Stock shall have the right, at
any time and from time to time, at such holder's option, to convert any or
all outstanding shares (and fractional shares) of Series A Preferred Stock,
in whole or in part, into fully paid and non-assessable shares of Common
Stock. The number of shares of Common Stock deliverable upon conversion of a
share of Series A Preferred Stock as of any date shall be an amount equal to
the Liquidation Preference divided by the Adjusted Conversion Price.
Notwithstanding any call for redemption pursuant to paragraph 6, the right to
convert shares so called for redemption shall terminate at the close of
business on the date immediately preceding the date fixed for such redemption
unless the Corporation shall default in making payment of the amount payable
upon such redemption.

          (b) (i) In order to exercise the conversion privilege, the holder
     of the shares of Series A Preferred Stock to be converted shall surrender
     the certificate representing such shares at the office of the Corporation,
     with a written notice of election to convert completed and signed,
     specifying the number of shares to be converted. Unless the shares issuable
     on conversion are to be issued in the same name as the name in

                                       10

<PAGE>

     which such shares of Series A Preferred Stock are registered, each share
     surrendered for conversion shall be accompanied by instruments of transfer,
     in form satisfactory to the Corporation, duly executed by the holder or the
     holder's duly authorized attorney and an amount sufficient to pay any
     transfer or similar tax.

               (ii) As promptly as practicable after the surrender by a holder
          of certificates for shares of Series A Preferred Stock as aforesaid,
          the Corporation shall issue and shall deliver to such holder, or on
          the holder's written order to the holder's transferee, (w) a
          certificate or certificates for the whole number of shares of Common
          Stock issuable upon the conversion of such shares in accordance with
          the provisions of this paragraph 8, (x) any cash adjustment required
          pursuant to paragraph 8(f) and (y) in the event of a conversion in
          part, a certificate or certificates for the whole number of shares of
          Series A Preferred Stock not being so converted.

               (iii) Each conversion shall be deemed to have been effected
          immediately prior to the close of business on the date on which the
          certificates for shares of Series A Preferred Stock shall have been
          surrendered and such notice received by the Corporation as aforesaid,
          and the 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 of record of the shares of
          Common Stock represented thereby at such time on such date and such
          conversion shall be into a number of shares of Common Stock equal to
          the product of the number of shares of Series A Preferred Stock
          surrendered times the Liquidation Preference divided by the Adjusted
          Conversion Price in effect at such time on such date. All shares of
          Common Stock delivered upon conversion of the Series A Preferred Stock
          will upon delivery be duly and validly issued and fully paid and
          non-assessable, free of all liens and charges and not subject to any
          preemptive rights. Upon the surrender of certificates representing
          shares of Series A Preferred Stock, such shares shall no longer be
          deemed to be outstanding and all rights of a holder with respect to
          such shares surrendered for conversion shall immediately terminate
          except the right to receive the Common Stock and other amounts payable
          pursuant to this paragraph 8 and a certificate or certificates
          representing shares of Series A Preferred Stock not converted.

                                       11

<PAGE>

          (c) (i) Upon delivery to the Corporation by a holder of shares of
     Series A Preferred Stock of a notice of election to convert, the right of
     the Corporation to redeem such shares of Series A Preferred Stock shall
     terminate, regardless of whether a notice of redemption has been mailed as
     aforesaid.

               (ii) Except as provided above and in paragraph 8(g), the
          Corporation shall make no payment or adjustment for accrued and unpaid
          dividends on shares of Series A Preferred Stock, whether or not in
          arrears, on conversion of such shares or for dividends in cash on the
          shares of Common Stock issued upon such conversion.

          (d) (i) The Corporation covenants that it will at all times reserve
     and keep available, free from preemptive rights, such number of its
     authorized but unissued shares of Common Stock as shall be required for the
     purpose of effecting conversions of the Series A Preferred Stock.

               (ii) Prior to the delivery of any securities which the
          Corporation shall be obligated to deliver upon conversion of the
          Series A Preferred Stock, the Corporation shall comply with all
          applicable federal and state laws and regulations which require action
          to be taken by the Corporation.

          (e) The Corporation will pay any and all documentary stamp or similar
issue or transfer taxes payable in respect of the issue or delivery of shares of
Common Stock on conversion of the Series A Preferred Stock pursuant hereto;
PROVIDED that the Corporation shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issue or delivery of shares
of Common Stock in a name other than that of the holder of the Series A
Preferred Stock to be converted and no such issue or delivery shall be made
unless and until the person requesting such issue or delivery has paid to the
Corporation the amount of any such tax or has established, to the satisfaction
of the Corporation, that such tax has been paid.

          (f) In connection with the conversion of any shares of Series A
Preferred Stock, no fractions of shares of Common Stock shall be issued, but in
lieu thereof the Corporation shall pay a cash adjustment in respect of such
fractional interest in an amount equal to such fractional interest multiplied by
the Market Price per share of Common Stock on the business day on which such
shares of Series A Preferred Stock are deemed to have been converted.

          (g) (i) In case the Corporation shall at any time after the date of
     issue of the Series A Preferred Stock (A) declare a dividend or make a
     distribution on Common Stock payable in Common Stock, (B) subdivide or
     split the outstanding Common Stock, (C) combine or

                                       12

<PAGE>

     reclassify the outstanding Common Stock into a smaller number of shares,
     (D) issue any shares of its capital stock in a reclassification of Common
     Stock (including any such reclassification in connection with a
     consolidation or merger in which the Corporation is the continuing
     corporation), or (E) consolidate with, or merge with or into, any other
     Person, the Conversion Ratio in effect at the time of the record date for
     such dividend or distribution or of the effective date of such subdivision,
     split, combination, consolidation, merger or reclassification shall be
     proportionately adjusted so that the conversion of the Series A Preferred
     Stock after such time shall entitle the holder to receive the aggregate
     number of shares of Common Stock or other securities of the Corporation (or
     shares of any security into which such shares of Common Stock have been
     combined, consolidated, merged or reclassified pursuant to clause
     8(g)(i)(C), 8(g)(i)(D) or 8(g)(i)(E) above) which, if this Series A
     Preferred Stock had been converted immediately prior to such time, such
     holder would have owned upon such conversion and been entitled to receive
     by virtue of such dividend, distribution, subdivision, split, combination,
     consolidation, merger or reclassification, assuming such holder of Common
     Stock of the Corporation (x) is not a Person with which the Corporation
     consolidated or into which the Corporation merged or which merged into the
     Corporation or to which such recapitalization, sale or transfer was made,
     as the case may be ("CONSTITUENT PERSON"), or an affiliate of a constituent
     person and (y) failed to exercise any rights of election as to the kind or
     amount of securities, cash and other property receivable upon such
     reclassification, change, consolidation, merger, recapitalization, sale or
     transfer (PROVIDED, that if the kind or amount of securities, cash and
     other property receivable upon such reclassification, change,
     consolidation, merger, recapitalization, sale or transfer is not the same
     for each share of Common Stock of the Corporation held immediately prior to
     such reclassification, change, consolidation, merger, recapitalization,
     sale or transfer by other than a constituent person or an affiliate thereof
     and in respect of which such rights of election shall not have been
     exercised ("NON-ELECTING SHARE"), then for the purpose of this subparagraph
     8(g) the kind and amount of securities, cash and other property receivable
     upon such reclassification, change, consolidation, merger,
     recapitalization, sale or transfer by each non-electing share shall be
     deemed to be the kind and amount so receivable per share by a plurality of
     the non-electing shares). Such adjustment shall be made successively
     whenever any event listed above shall occur.

               (ii) In case the Corporation shall issue or sell any Common Stock
          (other than Common Stock issued (A) pursuant to the Corporation's
          stock option plans or pursuant to any other Common Stock related
          employee compensation plans of the

                                       13

<PAGE>

          Corporation approved by the Corporation's Board of Directors or its
          predecessors (including such plans under Section 423 of the Internal
          Revenue Code of 1986, as amended) (collectively, "STOCK PLANS") or
          pursuant to obligations of the Corporation existing prior to the Issue
          Date to issue shares of Common Stock, other than obligations under
          Employee Retention Agreements (as defined below)("EXISTING
          OBLIGATIONS") or (B) upon exercise or conversion of any security the
          issuance of which caused an adjustment under paragraphs 8(g)(iii) or
          8(g)(iv) hereof) without consideration or for a consideration per
          share less than the then Trigger Value, the Conversion Ratio to be in
          effect after such issuance or sale shall be determined by multiplying
          the Conversion Ratio in effect immediately prior to such issuance or
          sale by a fraction, (1) the numerator of which shall be the product of
          (I) the aggregate number of shares of Common Stock outstanding
          immediately after such issuance or sale plus the number of shares of
          Common Stock into which the outstanding shares of Series A Preferred
          Stock and Series B Preferred Stock are convertible (assuming the
          Series B Preferred Stock were convertible into Common Stock at the
          same rate as the Series A Preferred Stock) immediately prior to such
          issuance or sale (the "CONVERT TOTAL") and (II) the Current Valuation
          Per Common Share (as defined in paragraph 8(g)(vi)) immediately prior
          to such issuance or sale and (2) the denominator of which shall be the
          sum of (x) the product of (I) the number of shares of Common Stock
          outstanding immediately prior to the time of such issuance or sale
          plus the Convert Total and (II) the Current Valuation Per Common Share
          immediately prior to such issuance or sale and (y) the aggregate
          consideration, if any, to be received by the Corporation upon such
          issuance or sale, but in no event will such fraction be less than one.
          In case any portion of the consideration to be received by the
          Corporation shall be in a form other than cash, the fair market value
          of such noncash consideration shall be utilized in the foregoing
          computation. Such fair market value shall be determined by the Board
          of Directors of the Corporation; PROVIDED that if the holders of a
          majority of the Series A Preferred Stock shall object to any such
          determination, the Board of Directors shall retain an independent
          appraiser reasonably satisfactory to such holders to determine such
          fair market value. The holders shall be notified promptly of any
          consideration other than cash to be received by the Corporation and
          furnished with a description of the consideration and the fair market
          value thereof, as determined by the Board of Directors.

                                       14

<PAGE>

               (iii) In case the Corporation shall fix a record date for the
          issuance of rights, options or warrants to the holders of its Common
          Stock or other securities entitling such holders to subscribe for or
          purchase shares of Common Stock (or securities convertible into shares
          of Common Stock) at a price per share of Common Stock (or having a
          conversion price per share of Common Stock, if a security convertible
          into shares of Common Stock) less than the then Trigger Value on such
          record date, the maximum number of shares of Common Stock issuable
          upon exercise of such rights, options or warrants (or conversion of
          such convertible securities) shall be deemed to have been issued and
          outstanding as of such record date and the Conversion Ratio shall be
          adjusted pursuant to paragraph 8(g)(ii) hereof, as though such maximum
          number of shares of Common Stock had been so issued for an aggregate
          consideration payable by the holders of such rights, options, warrants
          or convertible securities prior to their receipt of such shares of
          Common Stock. In case any portion of such consideration shall be in a
          form other than cash, the fair market value of such noncash
          consideration shall be determined as set forth in paragraph 8(g)(ii)
          hereof. Such adjustment shall be made successively whenever such
          record date is fixed; and in the event that such rights, options or
          warrants are not so issued or expire unexercised, or in the event of a
          change in the number of shares of Common Stock to which the holders of
          such rights, options or warrants are entitled (other than pursuant to
          adjustment provisions therein comparable to those contained in this
          paragraph 8(g)), the Conversion Ratio shall again be adjusted to be
          the Conversion Ratio which would then be in effect if such record date
          had not been fixed, in the former event, or the Conversion Ratio which
          would then be in effect if such holder had initially been entitled to
          such changed number of shares of Common Stock, in the latter event.

               (iv) In case the Corporation shall issue rights, options (other
          than options issued pursuant to a Stock Plan) or warrants entitling
          the holders thereof to subscribe for or purchase Common Stock (or
          securities convertible into shares of Common Stock) or shall issue
          convertible securities, and the price per share of Common Stock of
          such rights, options, warrants or convertible securities (including,
          in the case of rights, options or warrants, the price at which they
          may be exercised) is less than the then Trigger Value, the maximum
          number of shares of Common Stock issuable upon exercise of such
          rights, options or warrants or upon conversion of such convertible
          securities shall be deemed to have

                                       15

<PAGE>

          been issued and outstanding as of the date of such sale or issuance,
          and the Conversion Ratio shall be adjusted pursuant to paragraph
          8(g)(ii) hereof as though such maximum number of shares of Common
          Stock had been so issued for an aggregate consideration equal to the
          aggregate consideration paid for such rights, options, warrants or
          convertible securities and the aggregate consideration payable by the
          holders of such rights, options, warrants or convertible securities
          prior to their receipt of such shares of Common Stock. In case any
          portion of such consideration shall be in a form other than cash, the
          fair market value of such noncash consideration shall be determined as
          set forth in paragraph 8(g)(ii) hereof. Such adjustment shall be made
          successively whenever such rights, options, warrants or convertible
          securities are issued; and in the event that such rights, options or
          warrants expire unexercised, or in the event of a change in the number
          of shares of Common Stock to which the holders of such rights,
          options, warrants or convertible securities are entitled (other than
          pursuant to adjustment provisions therein comparable to those
          contained in this paragraph 8(g)), the Conversion Ratio shall again be
          adjusted to be the Conversion Ratio which would then be in effect if
          such rights, options, warrants or convertible securities had not been
          issued, in the former event, or the Conversion Ratio which would then
          be in effect if such holders had initially been entitled to such
          changed number of shares of Common Stock, in the latter event. No
          adjustment of the Conversion Ratio shall be made pursuant to this
          paragraph 8(g)(iv) to the extent that the Conversion Ratio shall have
          been adjusted pursuant to paragraph 8(g)(iii) upon the setting of any
          record date relating to such rights, options, warrants or convertible
          securities and such adjustment fully reflects the number of shares of
          Common Stock to which the holders of such rights, options, warrants or
          convertible securities are entitled and the price payable therefor.

               (v) In case the Corporation shall fix a record date for the
          making of a distribution to holders of Common Stock (including any
          such distribution made in connection with a consolidation or merger in
          which the Corporation is the continuing corporation) of evidences of
          indebtedness, assets or other property (other than dividends payable
          in Common Stock or rights, options or warrants referred to in, and for
          which an adjustment is made pursuant to, paragraph 8(g)(iii) hereof),
          the Conversion Ratio to be in effect after such record date shall be
          determined by multiplying the Conversion Ratio in effect immediately
          prior to such record date by a fraction, (A) the numerator of which
          shall be the Current

                                       16

<PAGE>

          Valuation Per Common Share on such record date, and (B) the
          denominator of which shall be the Current Valuation Per Common Share
          on such record date, less the fair market value (determined as set
          forth in paragraph 8(g)(ii) hereof) of the portion of the assets,
          other property or evidence of indebtedness so to be distributed which
          is applicable to one share of Common Stock. Such adjustments shall be
          made successively whenever such a record date is fixed; and in the
          event that such distribution is not so made, the Conversion Ratio
          shall again be adjusted to be the Conversion Ratio which would then be
          in effect if such record date had not been fixed.

               (vi) In the event that the Corporation, directly or indirectly,
          pays consideration of more than $25 million, in the aggregate, in
          excess of any insurance coverage or other right of recovery or set-off
          against any third party, to the extent such right of recovery or
          set-off has been finally agreed to in a binding settlement or finally
          determined by a court of competent jurisdiction without a right to
          appeal (such consideration, an "EXCESS PAYMENT"), in settlement or
          payment of any or all damages, losses, liabilities, expenses or claims
          of any kind (including, without limitation, expenses of investigation
          and attorney's fees and expenses) ("DAMAGES") relating to, arising
          under or resulting from any action, suit or proceeding brought by any
          party other than a holder or purchaser of the Series A Preferred Stock
          or Series B Preferred Stock and relating to or arising out of a
          misstatement or alleged misstatement of a material fact, or omission
          or alleged omission of a material fact (including, without limitation,
          any claim pursuant to Rule 10b-5 under the Securities Exchange Act of
          1934 or pursuant to any comparable state law or regulation) that
          relates to events or circumstances occurring in whole or in part on or
          prior to December 13, 2000 and was made in connection with the
          purchase of, failure to purchase, sale of, failure to sell, conversion
          of, failure to convert, redemption of, failure to redeem, exchange of
          or failure to exchange the Corporation's or its Affiliates' (or any of
          its or their predecessor or successor entity's) securities, such
          Excess Payment shall be deemed an issuance of stock for which the
          Conversion Ratio shall be subject to adjustment pursuant to paragraph
          8(g)(ii) (regardless of whether the Excess Payment is actually paid in
          stock or is paid in cash or any other asset or security), and the
          aggregate consideration received by the Corporation in connection with
          such issuance shall be deemed to be $0.00. Any Excess Payment made in
          the form of cash or any other asset or security shall be treated for
          purposes of

                                       17

<PAGE>

          the Section 8(g)(ii) computation as a deemed issuance of stock in
          which the number of shares issued equals the quotient of the fair
          market value of the Excess Payment divided by the Current Valuation
          Per Common Share. The adjustment of the Conversion Ratio pursuant to
          this Section 8(g)(vi) shall be the sole remedy of a holder of Series A
          Preferred Stock relating to an Excess Payment in respect of such
          Series A Preferred Stock.

               (vii) For purposes of any computation under paragraphs 8(g)(ii),
          8(g)(iii), 8(g)(iv), 8(g)(v) or 8(g)(vi) hereof, on any determination
          date, if the computation is being made with respect to any issuance of
          stock in connection with any agreement (including any amendment,
          modification or replacement thereof whenever made) (an "EMPLOYEE
          RETENTION AGREEMENT") referred to in paragraph 7 of Section 3.5(b) of
          the Disclosure Letter, or any substantially similar agreement
          (including any amendment, modification or replacement thereof) entered
          into by the Corporation, its predecessors or successors or its or
          their respective Affiliates on or prior to December 13, 2000,
          obligating the Corporation to deliver Common Stock to any of the
          Corporation's or its Affiliates' (or any of its or their predecessor
          or successor entity's) current or former employees or consultants in
          respect of an agreement by such employee or consultant to remain in
          the employ of, or as a consultant to, the Corporation following an
          acquisition transaction, then both the "TRIGGER VALUE" and the
          "CURRENT VALUATION PER COMMON SHARE" shall be the greater of the 20
          Day Market Price and $4.00 (as adjusted for any stock splits, stock
          dividends, recapitalization or the like) and the Corporation will be
          deemed to have received aggregate consideration equal to the product
          of the number of shares of Common Stock issued and the Market Price.
          In the event that the Corporation satisfies an obligation to deliver
          stock pursuant to an Employee Retention Agreement by delivering cash
          or cash equivalents, and the Corporation has sold stock (or any
          securities issuable upon conversion or exchange thereof)(other than
          the issuance by the Corporation of the Series A Preferred Stock or the
          Series B Preferred Stock (or any securities issuable upon conversion
          or exchange thereof) or any issuance pursuant to a Stock Plan or an
          Existing Obligation) within the six months prior to the date of such
          cash delivery and as to which less than all of the proceeds have
          previously been applied pursuant to this Section 8(g)(vii) then, to
          the extent of the proceeds of such offering(s) (the "SUBSTITUTE
          OFFERING(S)") which have not previously been applied for purposes of
          this Section (which shall be applied on a LIFO

                                       18

<PAGE>

          basis with the proceeds of the most recent offering being applied
          first), the Corporation shall be deemed to have issued, in connection
          with such Employee Retention Agreement, the number of shares of Common
          Stock in exchange for which the Corporation received proceeds in an
          amount equal to the cash delivered pursuant to such Employee Retention
          Agreement, and the Conversion Ratio will be adjusted for such issuance
          pursuant to this Section 8(g)(vii) as if such adjustment had occurred
          at the time of the issuance by the Corporation of such shares and no
          prior adjustment (if any) with respect to such issuance had occurred.
          If the Conversion Ratio had previously been adjusted as a consequence
          of such Substitute Offering, the adjustment of the Conversion Ratio
          under this Section shall be reduced to the extent necessary so that
          the adjustments shall not be duplicative. For purposes of any
          computation under paragraphs 8(g)(ii), 8(g)(iii), 8(g)(iv), 8(g)(v) or
          8(g)(vi) hereof, on any determination date, if the computation is not
          being made with respect to any issuance of stock in connection with an
          Employee Retention Agreement as provided above, the "CURRENT VALUATION
          PER COMMON SHARE" shall be the greater of the 20 Day Market Price and
          the Adjusted Conversion Price, and the "TRIGGER VALUE" shall be the 20
          Day Market Price, and the aggregate consideration received by the
          Corporation shall equal the fair market value of any consideration
          received by the Corporation for such issuance.


               (viii) No adjustment to the Conversion Ratio pursuant to
          paragraphs 8(g)(ii), 8(g)(iii), 8(g)(iv) and 8(g)(v) above shall be
          required unless such adjustment would require an increase or decrease
          of at least 1% in the Conversion Ratio; PROVIDED HOWEVER, that any
          adjustments which by reason of this paragraph 8(g)(viii) are not
          required to be made shall be carried forward and taken into account in
          any subsequent adjustment. All calculations under this paragraph 8(g)
          shall be made to the nearest four decimal points.


               (ix) In the event that, at any time as a result of the provisions
          of this paragraph 8(g), the holder of this Series A Preferred Stock
          upon subsequent conversion shall become entitled to receive any shares
          of capital stock of the Corporation other than Common Stock, the
          number of such other shares so receivable upon conversion of this
          Series A Preferred Stock shall thereafter be subject to adjustment
          from time to time in a manner and on terms as nearly equivalent as
          practicable to the provisions contained herein.

                                       19

<PAGE>

          (h) All adjustments pursuant to this paragraph 8 shall be notified to
     the holders of Series A Preferred Stock and Series B Preferred Stock and
     such notice shall be accompanied by a Schedule of Computations of the
     adjustments.

          (i) Notwithstanding anything to the contrary contained herein, the
     Corporation shall not be obligated to issue any shares of Common Stock upon
     conversion of the Series A Preferred Stock if the issuance of such shares
     of Common Stock would exceed that number of shares of Common Stock which
     the Corporation may issue upon conversion of the Series A Preferred Stock
     without breaching the Corporation's obligations under the rules or
     regulations of The Nasdaq Stock Market (the "Exchange Cap"), except that
     such limitation shall not apply in the event that the Corporation (a)
     obtains the approval of its stockholders as required by the applicable
     rules of The Nasdaq Stock Market (or any successor rule or regulation) for
     issuances of Common Stock in excess of such amount ("Stockholder
     Approval"), or (b) obtains a written opinion from outside counsel to the
     Corporation that such approval is not required, which opinion shall be
     reasonably satisfactory to the holders of a majority of the shares of
     Series A Preferred Stock then outstanding (an "Opinion"). Until Stockholder
     Approval or an Opinion is obtained, no holder of shares of Series A
     Preferred Stock shall be issued, upon conversion of shares of Series A
     Preferred Stock, any shares of Common Stock which, together with all other
     shares of Common Stock issued prior thereto upon conversion of Series A
     Preferred Stock, would exceed the Exchange Cap (such shares of Common Stock
     which would cause the Exchange Cap to be exceeded being hereinafter
     referred to as "Excess Shares"). To the extent any such holder submits any
     share of Series A Preferred Stock (or portion thereof) for conversion into
     Common Stock pursuant to this Section 8, which would, but for such
     limitation, cause the Company to issue Excess Shares, the Company shall
     immediately issue to such holder in exchange for such share of Series A
     Preferred, one share (or an equivalent portion thereof) of Series B
     Preferred Stock, and the Corporation shall promptly deliver to such holder
     a certificate representing all shares of Series B Preferred Stock which are
     issued to such holder thereby. In the event that more than one holder of
     Series A Preferred Stock submits shares of Series A Preferred Stock for
     conversion on the same date and the Corporation can convert some, but not
     all, of such shares of Series A Preferred Stock, to the extent the Company
     can convert such shares into Common Stock without exceeding the Exchange
     Cap, the Company shall convert into Common Stock from each holder of
     Preferred Stock electing to have Series A Preferred Stock converted at such
     time a pro rata amount of such holder's shares of Series A Preferred Stock
     submitted for conversion based on the number of Shares of Series A
     Preferred Stock submitted for conversion on such date by such holder
     relative to the total number of shares of Series A Preferred Stock
     submitted for conversion on such date, and the remainder of such holder's
     shares of Series A Preferred Stock submitted for conversion shall be
     exchanged for Series B

                                       20

<PAGE>

     Preferred Stock as provided in the preceding sentence.

     9. VOTING RIGHTS. (a) Except as otherwise provided by applicable law,
the holders of the shares of Series A Preferred Stock (i) shall be entitled to
vote with the holders of the Common Stock on all matters submitted for a vote of
holders of Common Stock, (ii) shall be entitled to a number of votes equal to
the number of votes to which shares of Common Stock issuable upon conversion of
such shares of Series A Preferred Stock would have been entitled if such shares
of Common Stock had been outstanding at the time of the applicable vote and
related record date and (iii) shall be entitled to notice of any stockholders'
meeting in accordance with the certificate of incorporation and bylaws of the
Corporation. Notwithstanding the foregoing, in the event that, at any time
before Stockholder Approval or an Opinion is obtained, the outstanding shares of
Series A Preferred Stock, plus any shares of Common Stock previously issued upon
conversion of Series A Preferred Stock, would represent greater than the number
of votes that would be held by the number of shares of Common Stock constituting
the Exchange Cap, then for voting purposes the number of votes per share of
Series A Preferred Stock shall be automatically reduced so that the outstanding
shares of Series A Preferred Stock, plus any shares of Common Stock previously
issued upon conversion of Series A Preferred Stock, represent the number of
votes that would be held by the number of shares of Common Stock constituting
the Exchange Cap.

          (b) So long as any shares of Series A Preferred Stock are outstanding,
the Corporation shall not, without the written consent or affirmative vote at a
meeting called for that purpose of the holders of a majority of the shares of
Series A Preferred Stock then outstanding, amend, alter or repeal, whether by
merger, consolidation, combination, reclassification or otherwise, the Amended
and Restated Certificate of Incorporation or By-laws of the Corporation or of
any provision thereof (including the adoption of a new provision thereof) which
would result in an alteration or circumvention of the voting powers, designation
and preferences and relative participating, optional and other special rights,
and qualifications, limitations and restrictions of the Series A Preferred
Stock; PROVIDED that any such amendment or alteration that changes the dividend
payable on, or the liquidation preference or the par value of, the Series A
Preferred Stock shall require the affirmative vote at a meeting of holders of
Series A Preferred Stock duly called for such purpose, or the written consent,
of the holder of each share of Series A Preferred Stock.

          (c) The Corporation shall not, without first obtaining the approval of
the holders of not less than a majority of the total number of shares of Series
A Preferred Stock then outstanding:

                                       21

<PAGE>

               (i) issue any additional shares of Series A Preferred Stock
          (other than as dividends on Series A Preferred Stock or upon
          conversion of the Series B Preferred Stock);

               (ii) authorize, create or issue shares of any class or series of
          stock having any preference or priority superior to or on a parity
          with any such preference or priority of the Series A Preferred Stock;

               (iii) take any step resulting in the redemption of shares of
          Parity Securities or Junior Securities, except as set forth in
          paragraphs 4(c) and 4(d) of this Certificate of Designations; or

               (iv) amend this paragraph 9.

          (d) The consent or votes required in paragraph 9(b) and 9(c) above
shall be in addition to any approval of stockholders of the Corporation which
may be required by law or pursuant to any provision of the Corporation's
certificate of incorporation or bylaws, which approval shall be obtained by vote
of the stockholders of the Corporation in the manner provided in paragraph 9(a)
above.

          (e) On each of the Issue Date and the date of a Stockholder Approval
Event, if any, the number of directors then constituting the Board of Directors
shall be increased by one and the holders of shares of Series A Preferred Stock,
voting as a single class, shall be entitled to elect one, or if a Stockholder
Approval Event has occurred, two directors to serve on the Board of Directors at
any annual meeting of stockholders or special meeting held in place thereof, or
at a special meeting of the holders of the Series A Preferred Stock called as
hereinafter provided. Whenever a majority of the shares of Series A Preferred
Stock issued on the Issue Date have been converted into Common Stock pursuant to
this Certificate of Designation or have been transferred by the initial holder
thereof to a Person that is not an Affiliate of the initial holder, then the
right of the holders of the Series A Preferred Stock to elect such additional
director(s) shall cease, and the term of office of any person elected as
director by the holders of the Series A Preferred Stock shall forthwith
terminate and the number of the Board of Directors shall be reduced accordingly.
At any time after voting power to elect a director shall have become vested and
be continuing in the holders of Series A Preferred Stock pursuant to this
paragraph, or if a vacancy shall exist in the office of a director elected by
the holders of Series A Preferred Stock, a proper officer of the Corporation
may, and upon the written request of the holders of record of at least
twenty-five percent (25%) of the shares of Series A Preferred Stock then
outstanding addressed to the Secretary of the Corporation shall, call a special
meeting of the holders of Series A Preferred Stock, for the purpose of electing
the director which such holders are entitled to elect. If such meeting shall

                                       22

<PAGE>

not be called by a proper officer of the Corporation within twenty (20) days
after personal service of said written request upon the Secretary of the
Corporation, or within twenty (20) days after mailing the same within the United
States by certified mail, addressed to the Secretary of the Corporation at its
principal executive offices, then the holders of at least twenty-five percent
(25%) of the outstanding shares of Series A Preferred Stock may designate in
writing one of their number to call such meeting at the expense of the
Corporation, and such meeting may be called by the person so designated upon the
notice required for the annual meeting of stockholders of the Corporation and
shall be held at the place for holding the annual meetings of stockholders. Any
holder of Series A Preferred Stock so designated shall have, and the Corporation
shall provide, access to the lists of stockholders to be called pursuant to the
provisions hereof.

     10. RECLASSIFICATION, SUBDIVISION OR COMBINATION. The Series A Preferred
Stock may not be reclassified, subdivided or combined unless the Series B
Preferred Stock is reclassified, subdivided or combined (as the case may be)
simultaneously and in the same proportion.

     11. REPORTS. The Corporation shall mail to all holders of Series A
Preferred Stock those reports, proxy statements and other materials that it
mails to all of its holders of Common Stock. In the event the Corporation is not
required to file quarterly and annual financial reports with the Securities and
Exchange Commission pursuant to Section 13 or Section 15(d) of the Exchange Act,
the Corporation will furnish the holders of the Series A Preferred Stock with
reports containing the same information as would be required in such reports.

     12. QUOTATION. So long as any of the Series A Preferred Stock is
outstanding, the Corporation shall use commercially reasonable efforts to
maintain the quotation of the Common Stock on the Nasdaq National Market.

     13. GENERAL PROVISIONS.

          (a) The headings of the paragraphs, subparagraphs, clauses and
subclauses of this Certificate of Designations are for convenience of reference
only and shall not define, limit or affect any of the provisions hereof.

          (b) Each holder of Series A Preferred Stock, by acceptance thereof,
acknowledges and agrees that payments of dividends, interest, premium and
principal on, and exchange, redemption and repurchase of, such securities by the
Corporation are subject to restrictions on the Corporation contained in certain
credit and financing agreements.

                                       23

<PAGE>

     IN WITNESS WHEREOF, marchFIRST, Inc. has caused this Certificate of
Designations to be signed and attested by the undersigned this 27th day of
December, 2000.

                                       marchFIRST, Inc.



                                       By: /s/ ROBERT F. BERNARD
                                           -----------------------------------
                                           Name:    Robert F. Bernard
                                           Title:   Chief Executive Officer



         ATTEST:

         By:  /s/ EDWARD V. SZOFER
              -------------------------------
              Name:    Edward V. Szofer
              Title:   Secretary


                                       24