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                                                                    Exhibit 4.1



         CERTIFICATE OF DESIGNATION, PREFERENCES, RIGHTS AND LIMITATIONS

                                       OF

              SERIES A1 CONVERTIBLE PREFERRED STOCK, $.01 PAR VALUE

                                       OF

                                 MAREX.COM, INC.

            ARTICLES OF AMENDMENT PURSUANT TO SECTION 607.0602 OF THE
                        FLORIDA BUSINESS CORPORATION ACT


         MAREX.COM, INC., F/K/A AFFILIATED NETWORKS, INC., hereafter called the
"Company," a corporation organized and existing under the Florida Business
Corporation Act, does hereby certify that, pursuant to the authority conferred
upon the Board of Directors of the Company (the "Board of Directors") by the
Amended and Restated Articles of Incorporation of the Company (the "Articles of
Incorporation"), and pursuant to the provisions of ss.607.0602 of the Florida
Business Corporation Act, said Board of Directors, by actions duly taken on
February 25, 2000, duly adopted a resolution providing for the issuance of a
series of 420,000 shares of the Company's Series A1 Convertible Preferred Stock,
$.01 par value, which resolution is as follows:

RESOLVED, that, pursuant to the authority vested in the Board of Directors by
the Amended and Restated Articles of Incorporation of the Company, the Board of
Directors does hereby designate, create, authorize and provide for the issuance
of a series of preferred stock, par value $0.01 per share, which shall be
designated as Series A1 Convertible Preferred Stock, and which shall have the
designation, preferences, rights and limitations as follows:


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                          CERTIFICATE OF DESIGNATION OF
                      SERIES A1 CONVERTIBLE PREFERRED STOCK
                               OF MAREX.COM, INC.


         1. DESIGNATION, AMOUNT, PAR VALUE, STATED VALUE, RANK AND CERTAIN
DEFINED TERMS.

            a. The preferred stock authorized under this Certificate of
Designation shall be designated as the Series A1 Convertible Preferred Stock
(the "SERIES A1 PREFERRED STOCK"), and the number of shares so designated shall
be 420,000, subject to adjustment for any stock splits, stock dividends or
similar transactions affecting the Series A1 Preferred Stock. Each share of
Series A1 Preferred Stock, par value .01 per share, shall have a stated value of
$100.00 per share (the "STATED VALUE").

            b. The Series A1 Preferred Stock shall rank senior to all classes of
Common Stock and senior to or PARI PASSU with each other series of preferred
stock or class of other capital stock or instruments of the Company convertible
into Common Stock of the Company with respect to dividend distributions,
redemptions and distributions upon Liquidation.

            c. Certain terms used herein are defined in Section 10 hereof.

         2. DIVIDENDS. The Holders of the Series A1 Preferred Stock shall be
entitled to receive dividends, whether in cash, property or otherwise (other
than dividends payable solely in shares of Common Stock), out of any assets
legally available therefor, ratably with any declaration or payment of any
dividend to any Junior Securities of the Company, when, as and if declared by
the Board of Directors, in an amount per share equal to that which the Holders
would have been entitled had they converted such shares of Series A1 Preferred
Stock into Common Stock immediately prior to the payment of such dividends. No
rights to any dividends shall otherwise accrue to the Holders of the Series A1
Preferred Stock unless declared by the Board of Directors.

         3. LIQUIDATION.

            a. Upon any Liquidation, the Holders of record of the Series A1
Preferred Stock shall be entitled to receive, out of the assets of the Company
and before any distribution or payment is made upon any Junior Securities, for
each share of Series A1 Preferred Stock, an amount per share equal to the lesser
of (i) the Stated Value or (ii) the assets of the Company available for
distribution to its stockholders, distributed ratably among the Holders of the
outstanding Series A1 Preferred Stock (determined on an "as converted" basis)
and the holders of all of the outstanding capital stock of the Company.

            b. The Company shall mail written notice of any such Liquidation,
not less than 45 days prior to the payment date stated therein, to each Holder.




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         4. VOTING RIGHTS.

            a. GENERAL VOTING RIGHTS. Each Holder shall have the right to one
vote for each share of Common Stock into which the shares Series A1 Preferred
Stock owned by such Holder could then be converted, and with respect to such
vote, such Holder shall have full voting rights and powers equal to the voting
rights and powers of the holders of Common Stock, and shall be entitled to
notice of any stockholders' meeting in accordance with the charter documents of
the Company, and shall be entitled to vote, together with the holders of Common
Stock, with respect to any question upon which holders of Common Stock have the
right to vote. Fractional votes shall not, however, be permitted and any
fractional voting rights available on an as-converted basis (after aggregating
all shares into which shares of Series A1 Preferred Stock held by each Holder
could be converted) shall be rounded to the nearest whole number.

            b. CERTAIN LIMITATIONS. As long as any shares of Series A1 Preferred
Stock are outstanding, the Company shall not, and shall cause its subsidiaries
not to, without the affirmative vote or consent of the Holders of 90% of the
shares of the Series A1 Preferred Stock then outstanding (or, with respect to
clause (iv) only, 75% of the shares of the Series A1 Preferred Stock then
outstanding) (with shares held by the Company or any of its Affiliates not being
considered to be outstanding for this purpose) voting or consenting, as the case
may be, as one class:


                  (i) amend or otherwise alter this Certificate of Designation
         in any manner that adversely affects the absolute or relative rights,
         powers, preferences, privileges or voting rights given to the Series A1
         Preferred Stock;


                  (ii) amend or otherwise alter the Articles of Incorporation,
         bylaws or other charter documents of the Company so as to affect
         adversely the absolute or relative powers, preferences or rights of the
         Series A1 Preferred Stock;


                  (iii) increase or decrease (other than by redemption or
         conversion) the total number of authorized shares of Series A1
         Preferred Stock;


                  (iv) sell all or substantially all of its assets;


                  (v) avoid or seek to avoid the observance or performance of
         any of the terms to be observed or performed by the Company under this
         Certificate of Designation; or


                  (vi) enter into any agreement with respect to the foregoing.


         5. CONVERSION.

            a. OPTIONAL CONVERSION. Each share of Series A1 Preferred Stock
shall be convertible, at the option of the Holder thereof, at any time after
Original Issue Date, into that number of fully paid and non-assessable shares of
Common Stock as is determined by the quotient of (i) the Stated Value over (ii)
the per share Conversion Price in effect at the time of conversion, determined
as hereinafter provided. The initial per share Conversion Price shall be $13.00,
subject to adjustment from time to time as provided herein (the "CONVERSION
PRICE").




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            b. AUTOMATIC CONVERSION.

                  (i) Upon the completion of a QPO, all shares of Series A1
         Preferred Stock then outstanding shall, by virtue of and simultaneously
         with such QPO and without any action on the part of the Holders or the
         Company, be automatically converted into that number of fully paid and
         non-assessable shares of Common Stock into which such shares of Series
         A1 Preferred Stock would have been convertible in the event of an
         optional conversion at such time pursuant to Section 5(a) hereof.

                  (ii) Following the one-year anniversary of the date that
         Securities and Exchange Commission declares effective the Initial
         Registration Statement (as defined in the Registration Rights
         Agreement), if the Per Share Market Value exceeds 200% of the then
         effective Conversion Price for a period of twenty (20) consecutive
         Trading Days (the "TRIGGERING EVENT") all shares of Series A1 Preferred
         Stock then outstanding shall, by virtue of and simultaneously with such
         Triggering Event and without any action on the part of the Holders or
         the Company, be automatically converted into that number of fully paid
         and non-assessable shares of Common Stock into which such shares of
         Series A1 Preferred Stock would have been convertible in the event of
         an optional conversion at such time pursuant to Section 5(a) hereof;
         PROVIDED, HOWEVER, that such Triggering Event shall not trigger the
         automatic conversion of the Series A1 Preferred Stock into Common Stock
         unless (i) (a) any Registration Statement required to be filed and be
         effective pursuant to the Registration Rights Agreement is then in
         effect and has been in effect and sales of all of the Underlying Shares
         can be made thereunder for at least five (5) Business Days prior to the
         Triggering Event or (b) the Underlying Shares are able to be sold
         without registration pursuant to Rule 144(k) promulgated under the
         Exchange Act, (ii) the Company has a sufficient number of authorized
         shares of Common Stock reserved for issuance upon full conversion of
         the Series A1 Preferred Stock at the then applicable Conversion Price
         and (iii) the Company is not then in breach of Section 5(c) hereof.

            c. MECHANICS OF CONVERSION. A Holder shall effect conversions by
surrendering to the Company, or to the Company's transfer agent, the certificate
or certificates representing the shares of Series A1 Preferred Stock to be
converted, together with a copy of the form of conversion notice attached hereto
as EXHIBIT A (the "CONVERSION NOTICE"). Each Conversion Notice shall specify the
Holder, the name or names in which the certificate or certificates for shares of
Common Stock are to be issued, the number of shares of Series A1 Preferred Stock
to be converted and the date on which such conversion is to be effected, which
date may not be prior to the date the Holder delivers such Conversion Notice by
facsimile (the "CONVERSION DATE"). If no Conversion Date is specified in a
Conversion Notice, the Conversion Date shall be the date that the Conversion
Notice is deemed delivered pursuant to Section 11. The Company shall, within
three (3) Trading Days after the receipt of the Conversion Notice, cause to be
delivered to the Holder, or to such Holder's nominee or nominees, (i) a
certificate or certificates which shall be free of restrictive legends and
trading restrictions (other than those required pursuant to the Purchase
Agreement or otherwise required by law) representing the number of shares of
Common Stock being acquired upon the conversion of shares of Series A1 Preferred
Stock and (ii) if the Holder is converting less than all the shares of Series A1
Preferred Stock represented by the certificate or certificates tendered by the
Holder with the





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Conversion Notice, one or more certificates representing the number of shares of
Series A1 Preferred Stock not converted. The Person or Persons entitled to
receive the shares of Common Stock issuable upon such conversion shall be
treated for all purposes as the record holder or holders of such shares of
Common Stock as of the Conversion Date. Upon request of the Holder, and in
compliance with the provisions hereof, in lieu of physical delivery of the
shares of Common Stock, provided the Company's transfer agent is participating
in the Depositary Trust Company ("DTC") Fast Automated Securities Transfer
(FAST) program, the Company shall use its best efforts to cause its transfer
agent to electronically transmit any certificate or certificates required to be
delivered to the Holder (or the Holder's nominee) under this Section 5 by
crediting the account of the Holder's (or the Holder's nominee's) Prime Broker
with DTC through its Deposit Withdrawal Agent Commission system. The time period
for delivery described herein shall apply to any such electronic transmittals.
If in the case of any Conversion Notice such certificate or certificates are not
delivered to or as directed by the applicable Holder by the tenth (10th) Trading
Day after the Conversion Date, the Holder shall be entitled at any time on or
before its receipt of such certificate or certificates thereafter to rescind
such conversion by written notice to the Company, in which event the Company
shall immediately return the certificates representing the shares of Series A1
Preferred Stock for which Common Stock was not delivered pursuant to such
conversion.

            d. FAILURE TO CONVERT. If the Company fails to deliver to the Holder
(or to the Holder's nominee) such certificate or certificates pursuant to this
Section 5 on or prior to the seventh (7th) Trading Day after the Conversion Date
(the "DELIVERY DATE"), in addition to all other remedies that such Holder may
pursue hereunder or under the Purchase Agreement, the Company shall pay to such
Holder upon demand an amount in cash equal to the product of (a) the number of
shares of Common Stock required to be issued upon conversion of such shares of
Series A1 Preferred Stock, (b) the Per Share Market Value on the Conversion
Date, (c) the number of days after the three (3) Trading Day period referred to
in Section 5(c) that the Company fails to deliver such certificates and (d)
 .005. For the avoidance of doubt, no Holder shall be entitled to any such
payment if the Company delivers to such Holder a certificate or certificates
representing the total number of shares of Common Stock being acquired upon
conversion of such shares of Series A1 Preferred Stock prior to the Delivery
Date.

         6. RESERVATION OF SHARES. The Company covenants that it will at all
times reserve and keep available out of its authorized and unissued Common
Stock, solely for the purpose of issuance upon conversion of the Series A1
Preferred Stock and free from preemptive rights or any other actual contingent
purchase rights of Persons other than the Holders of Series A1 Preferred Stock,
not less than 100% of such number of shares of Common Stock as shall (subject to
any additional requirements of the Company as to reservation of such shares set
forth in the Purchase Agreement) be issuable (taking into account the
adjustments of Section 7 hereof) upon the conversion of all outstanding shares
of Series A1 Preferred Stock (without regard to any limitations on conversion).
The Company shall, from time to time in accordance with Florida law, take all
steps necessary to increase the authorized amount of its Common Stock if at any
time the authorized number of shares of Common Stock remaining unissued shall
not be sufficient to permit the conversion of all of the shares of the Series A1
Preferred Stock. The Company covenants that all shares of Common Stock that
shall be so issuable shall, upon issue, be duly authorized, validly issued and
fully paid, nonassessable and, subsequent to the effectiveness of the Initial
Registration Statement (as defined in the Registration Rights





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Agreement) and other than any restrictions that may be imposed thereon by the
Holder thereof, freely tradable.

         7. ADJUSTMENT OF CONVERSION PRICE.

            a. COMMON STOCK DIVIDENDS; COMMON STOCK SPLITS; RECLASSIFICATION. If
the Company, at any time after the Original Issue Date (i) shall pay or make a
stock dividend on its Common Stock in shares of Common Stock, (ii) subdivide
outstanding shares of Common Stock into a larger number of shares or (iii) issue
by reclassification of shares of Common Stock any shares of Common Stock of the
Company, then the Conversion Price shall be multiplied by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
before such event and the denominator of which shall be the number of shares of
Common Stock outstanding after such event. Any adjustment made pursuant to this
Section 7(a) shall become effective immediately after the record date for the
determination of shareholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a
subdivision or re-classification.

            b. RIGHTS; WARRANTS. If the Company, at any time after the Original
Issue Date, shall fix a record date for the issuance of rights, options,
warrants or other securities to the holders of its Common Stock entitling them
to subscribe for or purchase, exchange for, convert into or otherwise acquire
shares of Common Stock, or any stock or other securities convertible into or
exchangeable for Common Stock, for no consideration or for a price per share
less than the Conversion Price, then the Conversion Price shall be multiplied by
a fraction, the numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to such issuance or sale plus the number of shares
of Common Stock which the aggregate consideration received by the Company would
purchase at the Conversion Price, and the denominator of which shall be the
number of shares of Common Stock outstanding immediately prior to such issuance
or sale plus the number of additional shares of Common Stock offered for
subscription, purchase, conversion, exchange or acquisition, as the case may be.
Such adjustment shall be made whenever such rights, options, warrants or other
securities are issued, and shall become effective immediately after the record
date for the determination of shareholders entitled to receive such rights,
options, warrants or other securities.

            c. SUBSCRIPTION RIGHTS. If the Company, at any time after the
Original Issue Date, shall fix a record date for the distribution to holders of
Common Stock evidence of its indebtedness or assets or rights, options, warrants
or other securities entitling them to subscribe for or purchase, convert into,
exchange for or otherwise acquire any security (excluding those referred to in
Sections 7(a) and (b) hereof), then in each such case the Conversion Price at
which the Series A1 Preferred Stock shall thereafter be convertible shall be
determined by multiplying the Conversion Price in effect immediately prior to
such record date by a fraction, the numerator of which shall be the Conversion
Price on such record date less the then fair market value at such record date of
the portion of such assets or evidence of indebtedness so distributed applicable
to one outstanding share of Common Stock as determined by the Board of Directors
in good faith, and the denominator of which shall be the Conversion Price as of
such record date; PROVIDED, HOWEVER, that in the event of a distribution
exceeding ten percent (10%) of the net assets of the





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Company, such fair market value shall be determined by an Appraiser selected in
good faith by the Holders of the Series A1 Preferred Stock; and PROVIDED,
FURTHER, that the Company, after receipt of the determination by such Appraiser,
shall have the right to select in good faith an additional Appraiser meeting the
same qualifications, in which case the fair market value shall be equal to the
average of the determinations by each such Appraiser. Such adjustment shall be
made whenever any such distribution is made and shall become effective
immediately after the record date mentioned above.

            d. RECORD DATE. If the Company takes a record of the holders of
Common Stock for the purpose of entitling them (i) to receive a dividend or
other distribution payable in Common Stock, rights, options, warrants or other
securities or (ii) to subscribe for or purchase Common Stock, rights, options,
warrants or other securities, then, for the purposes of this Section 7, such
record date will be deemed to be the date of the issue or sale of the shares of
Common Stock deemed to have been issued or sold upon the declaration of such
dividend or the making of such other distribution or the date of the granting of
such right of subscription or purchase, as the case may be.

            e. NOTICE OF ADJUSTMENT. Whenever the Conversion Price is adjusted
pursuant to this Section 7 the Company shall promptly deliver to the Holders a
notice setting forth the Conversion Price after such adjustment and setting
forth a brief statement of the facts requiring such adjustment. Such notice
shall be signed by the chairman, president or chief financial officer of the
Company.

            f. ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE AND SUBSTITUTION. If at
any time after the Original Issue Date the Common Stock issuable upon the
conversion of the Series A1 Preferred Stock is changed into the same or a
different number of shares of any class or classes of stock, whether by
recapitalization, reclassification or otherwise (other than a subdivision of its
Common Stock or dividend on it shares of Common Stock paid in shares of Common
Stock, and other than a reorganization, merger or consolidation provided for
elsewhere in this Section 7), in any such event each Holder of Series A1
Preferred Stock shall have the right thereafter to convert such stock into the
kind and amount of stock and other securities and property receivable in
connection with such recapitalization, reclassification or other change with
respect to the maximum number of shares of Common Stock into which such shares
of Series A1 Preferred Stock could have been converted immediately prior to such
recapitalization, reclassification or change, all subject to further adjustments
as provided herein or with respect to such other securities or property by the
terms thereof.

            g. REORGANIZATIONS, MERGERS OR CONSOLIDATIONS. If at any time after
the Original Issue Date the Common Stock is converted into other securities or
property, whether pursuant to a reorganization, merger, consolidation or
otherwise (other than a recapitalization, subdivision, reclassification,
exchange or substitution of shares provided for elsewhere in this Section 7), as
a part of such transaction, provision shall be made so that the Holders of the
Series A1 Preferred Stock shall thereafter be entitled to receive upon
conversion thereof the number of shares of stock or other securities or property
to which a holder of the maximum number of shares of Common Stock deliverable
upon conversion would have been entitled in connection with such





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transaction, subject to adjustment in respect of such stock or securities by the
terms thereof. In any such case, appropriate adjustment shall be made in the
application of the provisions of this Section 7 with respect to the rights of
the Holders Series A1 Preferred Stock after such transaction to the end that the
provisions of this Section 7 (including adjustment of the Series A1 Conversion
Price then in effect and the number of shares issuable upon conversion of the
Series A1 Preferred Stock) shall be applicable after that event and be as nearly
equivalent as practicable. The Company shall not be a party to any
reorganization, merger or consolidation in which the Company is not the
surviving entity unless the entity surviving such transaction assumes all of the
Company's obligations hereunder.

            h. ISSUANCES BELOW CONVERSION PRICE. If the Company, at any time
when any shares of Series A1 Preferred Stock are outstanding, takes any of the
actions described in this Section 7(h), the majority of the Holders shall have
the right to amend this Certificate of Designation as set forth below:

                  (i) issues or sells, or is deemed to have issued or sold, any
         Common Stock (other than Excluded Securities);

                  (ii) in any manner grants, issues or sells any rights,
         options, warrants, options to subscribe for or to purchase Common Stock
         or any stock or other securities convertible into or exchangeable for
         Common Stock (other than any Excluded Securities) (such rights, options
         or warrants being herein called "OPTIONS" and such convertible or
         exchangeable stock or securities being herein called "CONVERTIBLE
         SECURITIES"); or

                  (iii) in any manner issues or sells any Convertible
         Securities;

for (a) with respect to paragraph (h)(i), above, a price per share, or (b) with
respect to paragraphs h(ii) or h(iii), above, a price per share for which Common
Stock issuable upon the exercise of such Options or upon conversion or exchange
of such Convertible Securities is, less than the Conversion Price in effect
immediately prior to such issuance or sale, then, immediately after such
issuance, sale or grant, the majority of the Holders shall have the right to
amend the issuance terms of the Common Stock issuable upon conversion of the
shares of Series A1 Preferred Stock (including adjustment of the Conversion
Price) so that the issuance terms hereof are equivalent to the issuance terms of
such offering. No modification of the issuance terms shall be made upon the
actual issuance of such Common Stock upon conversion or exchange of such Options
or Convertible Securities. If there is a change at any time in (i) the exercise
price provided for in any Options, (ii) the additional consideration, if any,
payable upon the issuance, conversion or exchange of any Convertible Securities
or (iii) the rate at which any Convertible Securities are convertible into or
exchangeable for Common Stock, then immediately after such change the Holders
shall have the right to amend the issuance terms of such Common Stock issuable
upon conversion of the shares of Series A1 Preferred Stock accordingly,
including, without limitation, by reducing the Conversion Price in effect to the
Conversion Price which would have been in effect at such time had such Options
or Convertible Securities still outstanding provided for such changed exercise
price, additional consideration or changed conversion rate, as the case may be,
at the time initially granted, issued or sold; provided that no





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adjustment shall be made if such adjustment would result in an increase of the
Conversion Price then in effect.

            i. EFFECT ON CONVERSION PRICE OF CERTAIN EVENTS. For purposes of
determining the adjusted Conversion Price under Section 7(h), the following
shall be applicable:

                  (i) CALCULATION OF CONSIDERATION RECEIVED. If any Common
         Stock, Options or Convertible Securities are issued or sold or deemed
         to have been issued or sold for cash, the consideration received
         therefor will be deemed to be the net amount received by the Company
         therefor, without deducting any expenses paid or incurred by the
         Company or any commissions or compensations paid or concessions or
         discounts allowed to underwriters, dealers or others performing similar
         services in connection with such issue or sale. In case any Common
         Stock, Options or Convertible Securities are issued or sold for a
         consideration other than cash, the amount of the consideration other
         than cash received by the Company will be the fair value of such
         consideration, except where such consideration consists of securities
         listed or quoted on a National Market, in which case the amount of
         consideration received by the Company will be the arithmetic average of
         the closing sale price of such security for the five (5) consecutive
         Trading Days immediately preceding the date of receipt thereof. In case
         any Common Stock, Options or Convertible Securities are issued to the
         owners of the non-surviving entity in connection with any merger in
         which the Company is the surviving entity, the amount of consideration
         therefor will be deemed to be the fair value of such portion of the net
         assets and business of the non-surviving entity as is attributable to
         such Common Stock, Options or Convertible Securities, as the case may
         be. The fair value of any consideration other than cash or securities
         listed or quoted on a National Market will be determined jointly by the
         Company and the Holders of a majority of the shares of Series A1
         Preferred Stock then outstanding. If such parties are unable to reach
         agreement within ten (10) days after the occurrence of an event
         requiring valuation (the "VALUATION EVENT"), the fair value of such
         consideration will be determined within forty-eight (48) hours of the
         tenth (10th) day following the Valuation Event by an Appraiser selected
         in good faith by the Company, and agreed upon in good faith by the
         Holders of a majority of the shares of Series A1 Preferred Stock then
         outstanding. The determination of such Appraiser shall be binding upon
         all parties absent manifest error.

                  (ii) INTEGRATED TRANSACTIONS. In case any Option is issued in
         connection with the issue or sale of other securities of the Company,
         together comprising one integrated transaction in which no specific
         consideration is allocated to such Options by the parties thereto the
         aggregate consideration of the Options shall be determined by an
         Appraiser selected mutually, in good faith, by the Holders of a
         majority in interest of the shares of the Series A1 Preferred Stock and
         the Company.

            j. NOTICE OF CERTAIN EVENTS. If:

                  (i) the Company shall declare a dividend (or any other
         distribution) on its Common Stock;




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                  (ii) the Company shall declare a special nonrecurring cash
         dividend on or a redemption of its Common Stock;

                  (iii) the Company shall authorize the granting to the holders
         of its Common Stock rights, options or warrants to subscribe for or
         purchase any shares of capital stock of any class or of any rights;

                  (iv) the approval of any shareholders of the Company shall be
         required in connection with any reclassification of the Common Stock or
         any Change of Control Transaction; or

                  (v) the Company shall authorize the Liquidation of the affairs
         of the Company;

then the Company shall cause to be delivered to the Holders at the address
specified herein, at least 15 (fifteen) calendar days prior to the applicable
record or effective date hereinafter specified, a notice (provided such notice
shall not include any material non-public information) stating (a) the date on
which a record is to be taken for the purpose of such dividend, distribution,
redemption, or granting of options, rights or warrants, or if a record is not to
be taken, the date as of which the holders of Common Stock of record to be
entitled to such dividend, distributions, redemption, rights, options or
warrants are to be determined or (b) the date on which such reclassification,
Liquidation or Change of Control Transaction is expected to become effective or
close, and the date as of which it is expected that holders of record of Common
Stock shall be entitled to exchange their shares of Common Stock for securities,
cash or other property deliverable in connection with such reclassification or
Change of Control Transaction. Nothing herein shall prohibit the Holders from
converting shares of Series A1 Preferred Stock held by such Holder during the
15-day period commencing on the date of such notice to the effective date of the
event triggering such notice.

            k. ADJUSTMENT IN THE NUMBER OF SHARES. For the avoidance of doubt,
upon each adjustment in the Conversion Price pursuant to any provision of this
Section 7 the number of shares of Common Stock purchasable hereunder shall be
adjusted, to the nearest 1/100th of a whole share, to the product obtained by
multiplying such number of shares purchasable immediately prior to such
adjustment in the Conversion Price by a fraction, the numerator of which shall
be the Conversion Price immediately prior to such adjustment and the denominator
of which shall be the Conversion Price immediately thereafter.

            l. ROUNDING. All calculations under this Section 7 shall be made to
the nearest cent or the nearest l/l00th of a share, as the case may be.

            m. INCREASE OF CONVERSION PRICE. In the event that (i) each of the
conditions set forth in Section 4.2(b) of the Purchase Agreement have been
satisfied or waived by the Holders, (ii) the documents and certificates set
forth in Section 4.2(c) of the Purchase Agreement have been delivered or the
delivery thereof has been waived by the Holders and (iii) the Holders fail to
consummate the Second Closing (as defined in the Purchase Agreement), then the
Conversion Price shall be increased to $16.00 per share (subject to stock
splits, reclassifications and other similar transactions).







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            n. OTHER EVENTS. If the Company grants any stock appreciation
rights, phantom stock rights or other rights with equity features (excluding the
issuance of any Excluded Securities) that adversely affects the rights of any
holder of the Series A1 Preferred Stock occurs but is not expressly provided for
by Section 7 hereof then the Company's Board of Directors will make an
appropriate adjustment in the Conversion Price so as to protect the rights of
the Holders or assigns; PROVIDED, HOWEVER, that no such adjustment will increase
the Conversion Price. In no event, other than as set forth in Section 7(m)
hereof, shall the Conversion Price be greater than the Conversion Price on the
Original Issue Date.

            o. TREASURY SHARES. The number of shares of Common Stock outstanding
at any given time shall not include shares owned or held by or for the account
of the Company, if any, and the disposition of any shares so owned or held shall
be considered an issue or sale of Common Stock by the Company.

         8. RESTRICTION ON CONVERSION BY EITHER THE HOLDER OR THE COMPANY.
Notwithstanding anything herein to the contrary, and except as provided in
Sections 5(b) and 9(b) hereof, in no event shall any Holder or the Company have
the right or be required to convert shares of Series A1 Preferred Stock if as a
result of such conversion the aggregate number of shares of Common Stock
beneficially owned by such Holder and its Affiliates would exceed 4.99% of the
outstanding shares of the Common Stock following such conversion. For purposes
of this Section 8, beneficial ownership shall be calculated in accordance with
Section 13(d) of the Exchange Act. The provisions of this Section 8 may be
waived by a Holder as to itself (and solely as to itself) upon not less than
sixty-five (65) days prior written notice to the Company, and the provisions of
this Section 8 shall continue to apply until such 65th day (or later, if stated
in the notice of waiver).

         9. REDEMPTION. MANDATORY REDEMPTION. In case of (a) the Company's
notice to any Holder of the Series A1 Preferred Stock, including by way of
public announcement, at any time, of its intention, for any reason, not to
comply with proper requests for the conversion of any shares of Series A1
Preferred Stock into shares of Common Stock or (b) the Company's refusal to
honor a duly executed Conversion Notice delivered pursuant to Section 5 hereof
(each, a "REDEMPTION EVENT") each Holder shall have the option to require the
Company to redeem, from funds legally available therefor at the time of such
redemption, its shares of Common Stock immediately theretofore acquirable and
receivable upon the conversion of such Holder's Series A1 Preferred Stock at a
price (the "REDEMPTION PRICE") equal to, at the option of such Holder, (i) the
product of (A) the Per Share Market Value on the date the Redemption Event or,
at the option of the Holder, on the date immediately preceding the date of
payment in full by the Company of the Redemption Price (the "DETERMINATION
DATE"), and (B) the number of shares of Common Stock into which the Series A1
Preferred Stock is convertible as of such Determination Date or (ii) the product
of (A) the Stated Value and (B) the number of shares Preferred Stock then held
by such Holder. The Company shall pay the applicable Redemption Price to the
Holder of the shares of Series A1 Preferred Stock being redeemed in cash on the
Redemption Date. If the Company shall fail to pay the applicable Redemption
Price to such Holder on the Redemption Date, in addition to any remedy such
Holder may have under this Certificate of Designation and the Purchase
Agreement, such unpaid amount shall bear interest at the rate of 1.0% per month
until paid in full.






                                       11
<PAGE>   12

         10. DEFINITIONS. For the purposes hereof, the following terms shall
have the following meanings:

         "AFFILIATE" means, with respect to any Person, (i) any other Person of
which securities or other ownership interests representing more than fifty
percent (50%) of the voting interests are, at the time such determination is
being made, owned, Controlled or held, directly or indirectly, by such Person,
or (ii) any other Person which, at the time such determination is being made, is
Controlling, Controlled by or under common Control with, such Person. As used
herein, "CONTROL", whether used as a noun or verb, refers to the possession,
directly or indirectly, of the power to direct, or cause the direction of, the
management or policies of a Person, whether through the ownership of voting
securities or otherwise.

         "APPRAISER" means a nationally recognized or major regional investment
banking firm or firm of independent certified public accountants of recognized
standing.

         "APPROVED STOCK PLAN" means any contract, plan or agreement which has
been approved by the Board of Directors of the Company or committee thereof,
pursuant to which the Company's securities may be issued to any employee,
officer or director of the Company; PROVIDED, that such issuance or issuances
shall not exceed the greater of 35% of the Company's outstanding capital stock
on the date thereof or 4,900,000 shares of Common Stock of the Company.

         "CHANGE OF CONTROL TRANSACTION" means the occurrence of any of (i) any
acquisition or series of related acquisitions by any Person or "group" (as
described in Section 13(d)(3) of the Exchange Act) of in excess of 50% of the
voting power of the Company, (ii) the merger or consolidation of the Company
with or into another Person, unless the holders of the Company's securities
immediately prior to such transaction or series of related transactions continue
to hold at least 50% of such securities following such transaction or series of
related transactions, (iii) a sale, conveyance, lease, transfer or disposition
of all or substantially all of the assets of the Company in one or a series of
related transactions or (iv) the execution by the Company of an agreement to
which the Company is a party or by which it is bound, providing for any of the
events set forth above in clauses (i), (ii) or (iv).

         "COMMON STOCK" means the Company's common stock, $.01 par value per
share, and stock of any other class into which such shares may hereafter have
been reclassified or changed.

         "CONVERSION PRICE" has the meaning set forth in Section 5(a).

         "CONVERTIBLE SECURITIES" has the meaning set forth in Section 7(h)(ii).

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

         "EXCLUDED SECURITIES" means (i) shares of Common Stock issued or
issuable pursuant to the terms of this Certificate of Designation and the
Purchase Agreement, (ii) shares of Common Stock issued by the Company in
connection with an Approved Stock Plan, (iii) shares of Common Stock (including
options, rights and warrants) issuable upon the exercise of any options, rights
or warrants outstanding as of February 29, 2000 and set forth on Schedule 2.1(c)
of the Purchase Agreement, (iv) shares of Common Stock issued or deemed to be
issued by the






                                       12
<PAGE>   13

Company in connection with a strategic acquisition, joint venture or investment
by the Company of the assets or business, or division thereof, of another Person
or (v) any other issuance of Common Stock, or any securities convertible into or
exchangeable or exercisable for Common Stock, on any day after the Original
Issue Date, in an amount fewer than 500,000 shares of Common Stock in the
aggregate.

         "HOLDER" or "HOLDERS" means the holder or holders of the Series A1
Preferred Stock.

         "JUNIOR SECURITIES" means all classes of Common Stock and each other
class of capital stock or preferred stock of the Company that is not, expressly
by its terms, made senior to or PARI PASSU with the Series A1 Preferred Stock.

         "LIQUIDATION" means any liquidation, dissolution or winding-up of the
Company, whether voluntary or involuntary.

         "NATIONAL MARKET" means the NASDAQ National Market, the NASDAQ SmallCap
Market, the New York Stock Exchange and the American Stock Exchange.

         "OPTIONS" has the meaning set forth in Section 7(h)(ii) hereof.

         "ORIGINAL ISSUE DATE" shall mean the date of the first issuance of any
shares of the Series A1 Preferred Stock, regardless of the number of transfers
of any particular shares of Series A1 Preferred Stock and regardless of the
number of certificates which may be issued to evidence such Series A1 Preferred
Stock, which date shall coincide with the First Closing Date, as defined in the
Purchase Agreement.

         "OTCBB" means the OTC Bulletin Board of the National Association of
Securities Dealers, Inc.

         "PER SHARE MARKET VALUE" means on any particular date (i) the closing
bid price per share of the Common Stock on such date on (a) the OTCBB, as
reported by the National Quotation Bureau Incorporated (or similar organization
or agency succeeding to its function of reporting prices) or (b) on the National
Market on which the Common Stock is then listed or quoted, or, if there is no
such price on such date, then the closing bid price on such exchange or
quotation system on the date nearest preceding such date, or (ii) if the Common
Stock is not then listed or quoted on the OTCBB or any National Market, the fair
market value of a share of Common Stock as determined by an Appraiser selected
in good faith by the Holders of a majority in interest of the shares of the
Series A1 Preferred Stock; PROVIDED, HOWEVER, that the Company, after receipt of
the determination by such Appraiser, shall have the right to select, in good
faith, an additional Appraiser, in which case the fair market value shall be
equal to the average of the determinations by each such Appraiser; and PROVIDED,
FURTHER that all determinations of the Per Share Market Value shall be
appropriately adjusted for any stock dividends, stock splits or other similar
transactions during such period.

         "PERSON" means a means an individual or a corporation, partnership,
trust, incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or political
subdivision thereof) or other entity of any kind.





                                       13
<PAGE>   14

         "PUBLIC OFFERING" means a public offering of the shares of Common Stock
pursuant to an effective registration statement on Form S-1 or other appropriate
form (or such successor form as then in effect), underwritten by a nationally
recognized investment bank (as determined by the Company in good faith).

         "PURCHASE AGREEMENT" means the Securities Purchase Agreement, dated as
of the Original Issue Date, among the Company and the original Holders of the
Series A1 Preferred Stock.

         "QPO" means a Public Offering by the Company which raises gross
proceeds to the Company of at least $50,000,000, at an effective price per share
to the public of at least $26.00 as adjusted for stock splits, stock dividends
or other similar transactions.

         "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of the Original Issue Date, by and among the Company and the
original Holders.

         "REGISTRATION STATEMENT" has the meaning set forth in the Registration
Rights Agreement.

         "STATED VALUE" has the meaning set forth in Section 1 hereof.

         "TRADING DAY" means any day on which the OTCBB or any National Market
on which the Common Stock is then listed or quoted is open for trading.

         "UNDERLYING SHARES" means the shares of Common Stock into which the
Series A1 Preferred Stock are convertible in accordance with the terms hereof.

         11. NOTICES. Except as otherwise provided in the event of conversion of
shares of Series A1 Preferred Stock, all notices or other communications
required hereunder shall be in writing and shall be deemed to have been received
(a) upon hand delivery (receipt acknowledged) or delivery by facsimile (with
transmission confirmation report received and with additional mailing by express
courier service made on the same day) at the address or number designated below
(if received by 5:00 p.m. EST where such notice is to be received), or the first
business day following such delivery (if received after 5:00 p.m. EST where such
notice is to be received) or (b) on the second business day following the date
of mailing by express courier service, fully prepaid, addressed to such address,
or upon actual receipt of such mailing, whichever shall first occur; and shall
be regarded as properly addressed if sent to (i) the Company, to Marex.com,
Inc., 2701 S. Bayshore Drive, Fifth Floor, Coconut Grove, Florida, 33133,
facsimile no.: (305) 285-0001, Attention: Chief Financial Officer and (ii) if
the Holders, at their respective addresses set forth in the books and records of
the Company, or such other address as any of the above may have furnished to the
other parties in writing by registered mail, return receipt requested.

         12. LOST OR STOLEN CERTIFICATES. Upon receipt by the Company of
evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of any stock certificates representing the shares of Series A1
Preferred Stock, and, in the case of loss, theft or destruction, of any
indemnification (and, if required by the Company, the posting of a bond)
undertaken by the Holder to the Company in customary form and, in the case of
mutilation, upon





                                       14
<PAGE>   15

surrender and cancellation of such certificates representing the shares of
Series A1 Preferred Stock the Company shall execute and deliver new preferred
stock certificate(s) of like tenor and date; PROVIDED, HOWEVER, the Company
shall not be obligated to re-issue preferred stock certificates if the Holder
contemporaneously requests the Company to convert such Series A1 Preferred Stock
into Common Stock.

         13. REMEDIES CHARACTERIZED; OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE
RELIEF. The remedies provided in this Certificate of Designation shall be
cumulative and in addition to all other remedies available under this
Certificate of Designation, at law or in equity (including a decree of specific
performance and/or other injunctive relief), no remedy contained herein shall be
deemed a waiver of compliance with the provisions giving rise to such remedy and
nothing herein shall limit a Holder's right to pursue actual damages for any
failure by the Company to comply with the terms of this Certificate of
Designation. Amounts set forth or provided for herein with respect to payments,
conversion and the like (and the computation thereof) shall be the amounts to be
received by the Holder thereof and shall not, except as expressly provided
herein, be subject to any other obligation of the Company (or the performance
thereof). The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Holders of the Series A1 Preferred
Stock and that the remedy at law in the event of any such breach may be
inadequate. The Company therefore agrees that, in the event of any such breach
or threatened breach, the Holders of the Series A1 Preferred Stock shall be
entitled, in addition to all other available remedies, to an injunction
restraining any breach, without the necessity of showing economic loss and
without any bond or other security being required.

         14. SPECIFIC SHALL NOT LIMIT GENERAL; CONSTRUCTION. No specific
provision contained in this Certificate of Designation shall limit or modify any
more general provision contained herein. This Certificate of Designation shall
be deemed to be jointly drafted by the Company and all Purchasers (as defined in
this Purchase Agreement) and shall not be construed against any Person as the
drafter hereof.

         15. FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part
of a Holder of Series A1 Preferred Stock in the exercise of any power, right or
privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.

         16. FRACTIONAL SHARES. Upon a conversion hereunder, the Company shall
not be required to issue stock certificates representing fractions of shares of
Common Stock, but may if otherwise permitted, make a cash payment in respect of
any final fraction of a share based on the Per Share Market Value at such time.
If the Company elects not, or is unable, to make such a cash payment, the Holder
of a share of Series A1 Preferred Stock shall be entitled to receive, in lieu of
the final fraction of a share, one whole share of Common Stock.

         17. PAYMENT OF TAX UPON ISSUE OF TRANSFER. The issuance of certificates
for shares of the Common Stock upon conversion of the Series A1 Preferred Stock
shall be made without charge to the Holders thereof for any documentary stamp or
similar taxes that may be payable in respect of the issue or delivery of such
certificate, provided that the Company shall not be required to pay any tax that
may be payable in respect of any transfer involved in the issuance






                                       15
<PAGE>   16

and delivery of any such certificate upon conversion in a name other than that
of the Holders so converted, and the Company shall not be required to issue or
deliver such certificates unless or until the Person or Persons requesting the
issuance thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid
or is not payable.

         18. SHARES OWNED BY COMPANY DEEMED NOT OUTSTANDING. In determining
whether the Holders of the outstanding shares of Series A1 Preferred Stock have
concurred in any direction, consent or waiver under this Certificate of
Designation, shares of Series A1 Preferred Stock which are owned by the Company
or any other obligor thereof shall be disregarded and deemed not to be
outstanding for the purpose of any such determination; PROVIDED, that any Series
A1 Preferred Stock owned by the Holders shall be deemed outstanding for purposes
of making such a determination. Shares of the Series A1 Preferred Stock so owned
which have been pledged in good faith may be regarded as outstanding if (i) the
pledgee establishes to the satisfaction of the Holders and the Company the
pledgee's right so to act with respect to such shares and (ii) the pledgee is
not the Company or any other obligor of the Company.

         19. COMMUNICATIONS. The Holders of the Series A1 Preferred Stock shall
be entitled to receive, and the Company shall deliver pursuant to Section 11
hereof, all communications sent by the Company to the holders of the Common
Stock.

         20. REACQUIRED SHARES. Any shares of Series A1 Preferred Stock
redeemed, purchased, converted or otherwise acquired by the Company in any
manner whatsoever shall not be reissued as part of the Company's Series A1
Preferred Stock and shall be retired promptly after the acquisition thereof. All
such shares shall become, upon their retirement (and the filing of any
certificate required in connection therewith pursuant to the Florida Business
Corporation Act), authorized but unissued shares of preferred stock of the
Company.

         21. REGISTRATION OF TRANSFER. The Company shall keep at its principal
office a register for the registration of the transfers of shares of Series A1
Preferred Stock. Upon the surrender of any certificate representing shares of
Series A1 Preferred Stock at such place, the Company shall, at the request of
the record Holder of such certificate, execute and deliver (at the Company's
expense) a new certificate or certificates in exchange therefor representing in
the aggregate the number of shares represented by the surrendered certificate.
Each such new certificate shall be registered in such name and shall represent
such number of shares as is requested by the Holder of the surrendered
certificate and shall be substantially identical in form to the surrendered
certificate.

         22. NO IMPAIRMENT. The Company shall not, by amendment of its Articles
of Incorporation or through any reorganization, recapitalization, transfer of
assets, consolidation, merger, dissolution, issuance or sale of securities or
any other voluntary action, intentionally take any action to avoid or seek to
avoid the observance or performance of any of the terms to be observed or
performed hereunder by the Company, but will at all times in good faith assist
in the carrying out of all of the provisions hereof and in the taking of all
such action as may be necessary or appropriate in order to protect the rights of
the Series A1 Preferred Stock against





                                       16
<PAGE>   17

impairment.

         23. EFFECT OF HEADINGS. The section headings herein are for convenience
only and shall not affect the construction hereof.




                                       ***



(signature on following page)










                                       17
<PAGE>   18




                  IN WITNESS WHEREOF, Marex.com, Inc. has caused this
Certificate of Designation to be signed by its Chief Executive Officer on this
26th day of February, 2000.





                                              By: /s/ David A. Schwedel
                                                 -------------------------------
                                                 Name: David A. Schwedel
                                                 Title: President and Director







                                       18
<PAGE>   19




                                    EXHIBIT A

                              NOTICE OF CONVERSION
                            AT THE ELECTION OF HOLDER

(TO BE EXECUTED BY THE REGISTERED HOLDER IN
ORDER TO CONVERT SHARES OF SERIES A1 PREFERRED
STOCK)

         The undersigned hereby elects to convert the number of shares of Series
A1 Convertible Preferred Stock indicated below, into shares of common stock, par
value $.01 per share (the "Common Stock"), of Marex.com, Inc. (the "COMPANY")
according to the conditions hereof, as of the date written below. If shares are
to be issued in the name of a person other than undersigned, the undersigned
will pay all transfer taxes payable with respect thereto and is delivering
herewith such certificates and opinions as reasonably requested by the Company
in accordance therewith. No fee will be charged to the Holder for any
conversion, except for such transfer taxes, if any.

Conversion calculations:

                         --------------------------------------------
                         Date to Effect Conversion


                         --------------------------------------------
                         Number of shares of Series A1 Preferred Stock to
                         be Converted


                         --------------------------------------------
                         Number of shares of Common Stock to be Issued


                         --------------------------------------------
                         Applicable Conversion Price


                         --------------------------------------------


                         --------------------------------------------
                         Name and Address of Person to whom Shares of
                         Common Stock are to be Issued


                         --------------------------------------------
                         Signature


                         --------------------------------------------
                         Name


                         --------------------------------------------
                         Address