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                                                                    EXHIBIT 4.31

              CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES
                                       OF
                       CLASS E CONVERTIBLE PREFERRED STOCK
                                       OF
                                  WAM!NET INC.
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     The undersigned, Edward J. Driscoll, Jr., hereby certifies that:

     A. He is the duly elected and acting Secretary of WAM!NET Inc. (the
"Company"), a Minnesota corporation.

     B. The Articles of Incorporation of this Company provide for a class of up
to 10,000,000 shares known as Undesignated Stock, par value $.01 per share,
which shares may be issued from time to time in one or more classes or series.

     C. The Board of Directors of the Company is authorized, pursuant to Article
6 of the Company's Articles of Incorporation and Minnesota Statutes, Section
302A.401, to fix or alter the rights, preferences, privileges, and restrictions
granted to or imposed upon any wholly unissued series of Undesignated Stock, to
fix the number of shares constituting the series, and to determine the
designation thereof.

     D. It is the desire of the Board of Directors of the Company, pursuant to
its authority, to fix the rights, preferences, restrictions and other matters
relating to the Undesignated Stock and the number of shares of Undesignated
Stock.

     E. Pursuant to authority given by Article 6 of the Company's Articles of
Incorporation, the Company's Board of
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Directors has adopted the following resolutions as of December 31, 1999:


     RESOLVED, that, pursuant to Article 6 of the Articles of Incorporation of
WAM!NET Inc. (the "Company"), the Board of Directors of the Company (the
"Board") hereby creates and designates a series of Convertible Preferred Stock,
par value $0.01 per share, and authorizes the issuance of up to 115,000 of such
shares, and hereby fixes the designations, powers, preferences and relative,
participating, optional and other special rights, and the qualifications,
limitations or restrictions, of such shares, as follows:

     1. DESIGNATION AND AMOUNT. The shares of such series shall be designated
"Class E Convertible Preferred Stock" (the "Class E Preferred Stock") and the
number of shares constituting such series shall be 115,000.

     2. RANK. The Class E Preferred Stock shall rank, with respect to dividend
rights and distribution of assets on any Liquidation of the Company (as defined
herein) (a) junior to any other class or series of the Company's preferred stock
which shall specifically provide that such class or series shall rank senior to
the Class E Preferred Stock (the "Senior Stock"); (b) on parity with (i) the
Company's Class A Preferred Stock, par value $10.00 per share (the "Class A
Preferred Stock") (except with respect to a Liquidation of the Company resulting
from the merger or consolidation of the Company into or with another
corporation, the merger or consolidation of any other corporation into or with
the Company or the sale of all or substantially all the assets of the Company,
which events do not give rise to a right of the holders of the Class A Preferred
Stock to receive distributions), (ii) the Company's Class B Convertible
Preferred Stock, par value $0.01 per share (the "Class B Preferred Stock"),
(iii) the Company's Class C Convertible Preferred Stock, par value $0.01 per
share (the "Class C Preferred Stock"), (iv) the Company's Class D Convertible
Preferred Stock, par value $0.01 per share (the "Class D Preferred Stock"), and
(v) any other class or series of the Company's preferred stock which shall
specifically provide that such class or series shall rank on parity with the
Class E Preferred Stock ((i) through (iv) collectively, the "Parity Stock"); and
(c) prior to (i) the Company's common stock, par value $0.01 per share (the
"Common Stock"), and (ii) any other class or series of the Company's
Undesignated Stock except for any class or series which is Senior Stock or
Parity Stock ((i) and (ii) together, the "Junior Stock").

     3. DIVIDENDS.

          (a) Each holder of Class E Preferred Stock shall be entitled to
     receive, in respect of each Dividend Period, when, as


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     and if declared by the Board of Directors of the Company, out of funds
     legally available for the payment of dividends, cumulative dividends in an
     amount per share equal to the Applicable Percentage of the Accreted Value
     as of the immediately preceding Dividend Payment Date (or, for the initial
     Dividend Period, as of the date of issuance). Dividends paid pursuant to
     this paragraph 3(a) shall be payable in arrears monthly on the last day of
     each month (each of such dates being a "Dividend Payment Date" and each
     such monthly period being a "Dividend Period"). Such dividends shall accrue
     from the date of issue (except that dividends on any amounts added to
     Accreted Value pursuant to Section 3(b) shall accrue from the date such
     amounts are added to Accreted Value), whether or not in any Dividend Period
     or Periods there shall be funds of the Company legally available for the
     payment of such dividends. Each such dividend shall be payable to the
     holders of record of shares of the Class E Preferred Stock on the 25th day
     of each month, as they appear on the stock records of the Company at the
     close of business on such record dates.

          (b) At the Company's option, dividends may be paid in cash. If
     dividends are not paid in cash on any Dividend Payment Date for the
     immediately preceding Dividend Period (or portion thereof if less than a
     full Dividend Period), the unpaid amount shall be added to the Accreted
     Value for purposes of calculating succeeding periods' dividends.
     Notwithstanding anything else contained herein, once any dividends for the
     immediately preceding Dividend Period (or portion thereof if less than a
     full Dividend Period) are so added to Accreted Value, such dividends will
     no longer be payable in cash.

          (c) The Applicable Percentage for each full Dividend Period for the
     Class E Preferred Stock shall be 0.5834%. The Applicable Percentage for the
     initial Dividend Period, or any other period shorter or longer than a full
     Dividend Period, on the Class E Preferred Stock shall be computed on the
     basis of a per annum rate of 7.0008% and the actual number of days elapsed
     over 12 30-day months and a 360-day year.

          (d) So long as any shares of the Class E Preferred Stock are
     outstanding, no dividends, except as described in the next succeeding
     sentence, shall be declared or paid or set apart for payment on Parity
     Stock for any period unless full cumulative dividends have been or
     contemporaneously are declared and paid or declared and a sum sufficient
     for the payment thereof set apart for such payment on the Class E Preferred
     Stock (or the unpaid amount shall have been added to the Accreted Value
     pursuant to Section 3(b)) for all Dividend Periods terminating on or prior
     to the date of payment of the dividend on such class or series of Parity
     Stock. When dividends are not paid in full or a sum sufficient for such
     payment is not set apart, as aforesaid, all dividends declared upon shares
     of the Class E Preferred Stock and all dividends declared upon any other
     class or series of Parity Stock shall be declared ratably in proportion to
     the respective


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     amounts of dividends accrued on the Class E Preferred Stock and accrued and
     unpaid on such Parity Stock.

          (e) Limit on Junior Dividends and Redemption. For so long as the Class
     E Preferred Stock remains outstanding, the Company shall not pay any
     dividend upon the Junior Stock, whether in cash or other property (other
     than shares of Junior Stock), or purchase, redeem or otherwise acquire any
     such Junior Stock; provided, however, that nothing in this Section 3(e)
     shall prohibit or otherwise limit the ability of the Company to make any
     purchase, redemption or other acquisition pursuant to written agreements
     existing as of the date of filing of the Certificate of Designation of the
     Class E Preferred Stock (the "Filing Date").

     4. LIQUIDATION, DISSOLUTION OR WINDING-UP.

          (a) Liquidation Preference. In the event of any Liquidation of the
     Company, the holders of shares of Class E Preferred Stock then outstanding
     shall be entitled to be paid out of the assets of the Company available for
     distribution to its stockholders, after and subject to the payment in full
     of all amounts required to be distributed to the holders of Senior Stock
     upon such Liquidation of the Company and before any payment shall be made
     to the holders of Junior Stock, the Liquidation Amount (as defined herein)
     per share of Class E Preferred Stock. If upon any such Liquidation of the
     Company, the remaining assets of the Company available for the distribution
     to its stockholders after payment in full of amounts required to be paid or
     distributed to holders of Senior Stock shall be insufficient to pay the
     holders of shares of Parity Stock the full amount to which they shall be
     entitled, the holders of the Class E Preferred Stock shall share ratably
     with the holders of Parity Stock in any distribution of the remaining
     assets and funds of the Company in proportion to the respective amounts
     which would otherwise be payable in respect of the shares held by them upon
     such distribution if all amounts payable on or with respect to said shares
     were paid in full. After the payment of all preferential amounts required
     to be paid to the holders of Senior Stock and Parity Stock and any other
     series of the Company's preferred stock upon any Liquidation of the
     Company, the holders of shares of Junior Stock then outstanding shall be
     entitled to receive the remaining assets and funds of the Company available
     for distribution to its stockholders in accordance with the terms thereof.

          (b) Certain Definitions. (i) The term "Liquidation of the Company"
     shall mean any voluntary or involuntary liquidation, dissolution or
     winding-up of the affairs of the Company.

               (ii) The term "Liquidation Amount" shall mean an amount per share
          of Class E Preferred Stock equal to the greater of: (A) the Accreted
          Value plus any per share dividends accrued


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          on the Class E Preferred Stock (whether or not earned or declared)
          since the most recent Dividend Payment Date and (B) the per share
          amount that holders of the Class E Preferred Stock would have received
          had they exercised their right to convert the Class E Preferred Stock
          to Common Stock immediately prior to a Liquidation of the Company.

     5. VOTING.

          (a) Number of Votes. Each issued and outstanding share of Class E
     Preferred Stock shall be entitled to the number of votes equal to the
     number of shares of Common Stock into which each such share of Class E
     Preferred Stock is then convertible (as adjusted from time to time), at
     each meeting of holders of the Common Stock of the Company (or any written
     consent without a meeting in accordance with the Minnesota Business
     Corporation Act) with respect to any and all matters presented to such
     shareholders for their action or consideration, provided that no holder
     (based solely on its ownership of Class E Preferred Stock) shall be
     entitled to more than the number of votes equal to 19.9% (the "Maximum
     Percentage") of the voting power of the Voting Securities outstanding on
     the record date for which a vote is being taken (and therefore to the
     extent that its ownership of Class E Preferred Stock would entitle it to
     voting power in excess of 19.9%, the voting power shall be reduced to that
     percentage) and provided further that, with respect to any holder of fewer
     than 50,000 shares of Class E Preferred Stock, the Maximum Percentage shall
     be reduced to the percentage which bears the same proportion to 19.9% as
     the number of shares of Class E Preferred Stock held by such holder bears
     to 50,000. Except as provided by law, by the provisions of this Section 5
     or by the provisions establishing any other series of the Company's
     preferred stock, holders of Class E Preferred Stock and of any other
     outstanding preferred stock then entitled to vote shall vote together with
     the holders of Common Stock as a single class.

          (b) Class E Directors. Each of the two holders who purchase the
     largest number of shares of Class E Preferred Stock shall have the right to
     appoint a person to serve as a director of the Company (a "Class E
     Director") for so long as such holder continues to own shares of Class E
     Preferred Stock and/or shares of Common Stock issued on conversion or
     redemption of shares of Class E Preferred Stock which together represent
     beneficial ownership of at least 40% of the number of shares of Common
     Stock issuable upon conversion or redemption of the Class E Preferred Stock
     initially purchased by such holder (without giving effect to the
     anti-dilution provisions contained in Section 7 hereof). Any vacancy in the
     position of a Class E Director may be filled by and only by the holder who
     appointed the Class E Director whose position has become vacant. Each Class
     E Director may, during his or her term of office, be removed at any time,
     with or without cause, by and only by the holder who appointed such Class E
     Director.


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          (c) Protective Provisions. In addition to any other rights provided by
     law, the Company shall not (i) without first obtaining the affirmative vote
     or written consent of a majority of the holders of the Class E Preferred
     Stock, voting separately as a class, (A) amend, alter or repeal any
     provision of the Company's Articles of Incorporation or By-Laws in a manner
     that is adverse to the holders of the Class E Preferred Stock, or (B)
     authorize the issuance of a class or series of capital stock having
     preferences or rights with respect to dividends or dissolution or the
     distribution of assets that would be superior to the preferences or rights
     of the Class E Preferred Stock, and (ii) without first obtaining the
     affirmative vote or written consent of a majority of the holders of the
     Company's Voting Securities other than MCI WORLDCOM, Inc. (together with
     its majority-owned subsidiaries and other controlled affiliates, "MCI
     WCOM"), (A) authorize any transaction of a type referred to in clause (i)
     or clause (ii) of the definition of "Change of Control," (B) authorize or
     consent to any liquidation, dissolution or winding-up of the affairs of the
     Company, or (C) enter into any merger or consolidation into or with MCI
     WCOM or enter into any other contract or arrangement involving the sale or
     license of the Company's material assets with MCI WCOM (excluding
     contractual arrangements with MCI WCOM existing as of the Filing Date).

     6. OPTIONAL CONVERSION. At any time and from time to time, each share of
Class E Preferred Stock may be converted, at the option of the holder thereof,
into the number of fully paid and nonassessable shares of Common Stock obtained
by dividing the amount determined pursuant to clause (A) of the definition of
Liquidation Amount by the Conversion Price then in effect (the "Conversion
Rate"); provided, however, that upon any Liquidation of the Company, the right
of conversion shall terminate at the close of business on the full business day
next preceding the date fixed for such redemption or for the payment of any
amounts distributable on liquidation to the holders of Class E Preferred Stock.
No notice delivered by the Company of any proposed redemption, change of control
or other event will limit in any way the holders' rights to convert Class E
Preferred Stock into Common Stock of the Company.

          (a) Initial Conversion Rate. The initial Conversion Rate for the Class
     E Preferred Stock shall be 193.7984 shares of Common Stock for each one
     share of Class E Preferred Stock surrendered for conversion representing an
     initial Conversion Price of $5.16 per share of Common Stock. The applicable
     Conversion Rate and Conversion Price from time to time in effect is subject
     to adjustment as hereinafter provided.

          (b) No Fractional Shares. If any fraction of a share of Common Stock
     would be issuable upon conversion of any Class E Preferred Stock, the
     Company shall round up to the next whole


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     share the number of shares of Class E Preferred Stock to be issued upon
     such conversion.

          (c) Adjustment. Whenever the Conversion Rate and Conversion Price
     shall be adjusted as provided herein, the Company shall forthwith file at
     each office designated for the conversion of Class E Preferred Stock, a
     statement, signed by the President, any Vice President or Treasurer of the
     Company, showing in reasonable detail the facts requiring such adjustment
     and the Conversion Rate that will be effective after such adjustment. The
     Company shall also cause a notice setting forth any such adjustments to be
     sent by mail, first class, postage prepaid, to each record holder of Class
     E Preferred Stock at his or its address appearing on the stock register. If
     such notice relates to an adjustment resulting from an event referred to in
     Section 7(g), such notice shall be included as part of the notice required
     to be mailed and published under the provisions of such Section 7(g).

          (d) Exercise. In order to exercise the conversion privilege, the
     holder of any Class E Preferred Stock to be converted shall surrender his
     or its certificate or certificates therefore to the principal office of the
     transfer agent for the Class E Preferred Stock (or if no transfer agent be
     at the time appointed, then the Company at its principal office), and shall
     give written notice to the Company at such office that the holder elects to
     convert the Class E Preferred Stock represented by such certificates, or
     any number thereof. Such notice shall also state the name or names (with
     address) in which the certificate or certificates for shares of Common
     Stock which shall be issuable on such conversion shall be issued, subject
     to any restrictions on transfer relating to shares of the Class E Preferred
     Stock or shares of Common Stock upon conversion thereof. If so required by
     the Company, certificates surrendered for conversion shall be endorsed or
     accompanied by written instrument or instruments of transfer, in form
     satisfactory to the Company, duly authorized in writing. The date of
     receipt by the transfer agent (or by the Company if the Company serves as
     its own transfer agent) of the certificates and notice shall be the
     conversion date. Within three Market Days after receipt of such notice and
     the surrender of the certificate or certificates for Class E Preferred
     Stock as set forth herein, the Company shall cause to be issued and
     delivered at such office to such holder, or on his or its written order, a
     certificate or certificates for the number of full shares of Common Stock
     issuable on such conversion in accordance with the provisions hereof and
     cash as provided in Section 6(b) in respect of any fraction of a share of
     Common Stock otherwise issuable upon such conversion.

          (e) Reservation of Shares of Common Stock. The Company shall at all
     times while any shares of Class E Preferred Stock shall be outstanding,
     reserve and keep available out of its authorized but unissued stock, for
     the purposes of effecting the


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     conversion of the Class E Preferred Stock, such number of its duly
     authorized shares of Common Stock as shall from time to time be sufficient
     to effect the conversion of all outstanding Class E Preferred Stock. Before
     taking any action which would cause an adjustment reducing the Conversion
     Price below the then par value of the shares of Common Stock issuable upon
     conversion of the Class E Preferred Stock, the Company will take any
     corporate action which may, in the opinion of its counsel, be necessary in
     order that the Company may validly and legally issue fully paid and
     nonassessable shares of such Common Stock at such adjusted Conversion
     Price.

          (f) Surrender. All shares of Class E Preferred Stock which shall have
     been surrendered for conversion as herein provided shall no longer be
     deemed to be outstanding and all rights with respect to such shares,
     including the rights, if any, to receive notices and to vote, shall
     forthwith cease and terminate except only the right of the holder thereof
     to receive shares of Common Stock in exchange therefor and payment of any
     accrued and unpaid dividends on such shares of Common Stock. Any shares of
     Class E Preferred Stock so converted shall be retired and canceled and
     shall not be reissued, and the Company may from time to time take such
     appropriate action as may be necessary to reduce the authorized Class E
     Preferred Stock accordingly.

     7. ANTI-DILUTION PROVISIONS.

          (a) General. In order to prevent dilution of the rights granted
     hereunder, the Conversion Price shall be subject to adjustment from time to
     time in accordance with this Section 7. Upon each adjustment of the
     Conversion Price pursuant to this Section 7, the registered holder of
     shares of Class E Preferred Stock shall thereafter be entitled to acquire
     upon conversion, at the Conversion Price resulting from such adjustment,
     the number of shares of Common Stock obtainable by multiplying the
     Conversion Price in effect immediately prior to such adjustment by the
     number of shares of Common Stock acquirable immediately prior to such
     adjustment and dividing the product thereof by the Conversion Price
     resulting from such adjustment.

          (b) Adjustment of Conversion Price. Except as provided in Sections
     7(c) or 7(f) below, if and whenever on or after the Filing Date, the
     Company shall issue or sell, or shall pursuant to Section 7(b)(1) through
     (10) inclusive, be deemed to have issued or sold any shares of its Common
     Stock for a consideration per share that is (i) at any time prior to the
     closing of a Qualified Initial Public Offering, less than the per share
     Conversion Price in effect immediately prior to the time of such issue or
     sale or (ii) at any time during the three-year period after the closing of
     a Qualified Initial Public Offering, less than 90% of the Current Market
     Price Per Common Share calculated as of the date of such issue or sale,
     then forthwith upon such issue or sale (the "Triggering Transaction"), the


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     Conversion Price shall, subject to Section 7(b)(1) through (10) inclusive,
     be reduced to the Conversion Price (calculated to the nearest one-hundredth
     of a cent) determined by dividing: (A) an amount equal to the sum of the
     product derived by multiplying the Number of Common Shares Deemed
     Outstanding immediately prior to such Triggering Transaction by the
     Conversion Price then in effect, plus the consideration, if any, received
     by the Company upon consummation of such Triggering Transaction by (B) an
     amount equal to the sum of the Number of Common Shares Deemed Outstanding
     immediately prior to such Triggering Transaction plus the number of shares
     of Common Stock issued (or deemed to be issued in accordance with Section
     7(b)(1) through (10) inclusive) in connection with the Triggering
     Transaction. The term "Number of Common Shares Deemed Outstanding" at any
     given time shall mean the sum of (i) the number of shares of Common Stock
     outstanding at such time, (ii) the number of shares of Common Stock
     issuable upon conversion or exchange at such time of all of the Company's
     outstanding securities that are then convertible into, or exchangeable for,
     Common Stock and (iii) the number of shares of the Company's Common Stock
     deemed to be outstanding under Section 7(b)(1) through (10) inclusive, at
     such time. For purposes of determining the adjusted Conversion Price under
     this Section 7(b), the following provisions shall be applicable:

               (1) In case the Company at any time shall in any manner grant
          (whether directly or by assumption in a merger or otherwise) any
          rights to subscribe for or to purchase, or any options for the
          purchase of, Common Stock or any stock or other securities convertible
          into or exchangeable for Common Stock (such rights or options being
          herein called "Options" and such convertible or exchangeable stock or
          securities being herein called "Convertible Securities"), whether or
          not such Options or the right to convert or exchange any such
          Convertible Securities are immediately exercisable and the price per
          share for which the Common Stock is issuable upon exercise, conversion
          or exchange (determined by dividing (Y) the total amount, if any,
          received or receivable by the Company as consideration for the
          granting of such Options, plus the minimum aggregate amount of
          additional consideration payable to the Company upon the exercise of
          all such Options, plus, in the case of such Options which relate to
          Convertible Securities, the minimum aggregate amount of additional
          consideration, if any, payable upon the issue or sale of such
          Convertible Securities and upon the conversion or exchange thereof, by
          (Z) the total maximum number of shares of Common Stock issuable upon
          the exercise of such Options or the conversion or exchange of such
          Convertible Securities) shall be less than the Conversion Price in
          effect immediately prior to the time of the granting of such Option,
          then the total maximum amount of Common Stock issuable upon the
          exercise of such Options or in the case of Options for Convertible
          Securities, upon the conversion or exchange of such Convertible
          Securities shall (as of the date of granting of


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          such Options) be deemed to be outstanding and to have been issued and
          sold by the Company for such price per share. No further adjustment of
          the Conversion Price shall be made upon the actual issue of such
          shares of Common Stock or such Convertible Securities upon the
          exercise of such Options, except as otherwise provided in Section
          7(b)(3).

               (2) In case the Company at any time shall in any manner issue
          (whether directly or by assumption in a merger or otherwise) or sell
          any Convertible Securities, whether or not the rights to exchange or
          convert thereunder are immediately exercisable, and the price per
          share for which Common Stock is issuable upon such conversion or
          exchange (determined by dividing (Y) the total amount received or
          receivable by the Company as consideration for the issue or sale of
          such Convertible Securities, plus the minimum aggregate amount of
          additional consideration, if any, payable to the Company upon the
          conversion or exchange thereof, by (Z) the total maximum number of
          shares of Common Stock issuable upon the conversion or exchange of all
          such Convertible Securities) shall be less than the Conversion Price
          in effect immediately prior to the time of such issue or sale, then
          the total maximum number of shares of Common Stock issuable upon
          conversion or exchange of all such Convertible Securities shall (as of
          the date of the issue or sale of such Convertible Securities) be
          deemed to be outstanding and to have been issued and sold by the
          Company for such price per share. No further adjustment of the
          Conversion Price shall be made upon the actual issue of such Common
          Stock upon exercise of the rights to exchange or convert under such
          Convertible Securities, except as otherwise provided in Section
          (7)(b)(3).

               (3) If the purchase price provided for in any Options referred to
          in Section 7(b)(1), the additional consideration, if any, payable upon
          the conversion or exchange of any Convertible Securities referred to
          in Sections 7(b)(1) or (2), or the rate at which any Convertible
          Securities referred to in Sections 7(b)(1) or (2) are convertible into
          or exchangeable for Common Stock shall change at any time (other than
          under or by reason of provisions designed to protect against dilution
          of the type set forth in Sections 7(b) or 7(d)), the Conversion Price
          in effect at the time of such change shall forthwith be readjusted 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 purchase price, additional consideration or conversion
          rate, as the case may be, at the time initially granted, issued or
          sold. If the purchase price provided for in any Option referred to in
          Section 7(b)(1) or the rate at which any Convertible Securities
          referred to in Sections 7(b)(1) or (2) are convertible into or
          exchangeable for Common Stock, shall be reduced at any time under or
          by reason of


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          provisions with respect thereto designed to protect against dilution,
          then in case of the delivery of Common Stock upon the exercise of any
          such Option or upon conversion or exchange of any such Convertible
          Security, the Conversion Price then in effect hereunder shall
          forthwith be adjusted to such respective amount as would have been
          obtained had such Option or Convertible Security never been issued as
          to such Common Stock and had adjustments been made upon the issuance
          of the shares of Common Stock delivered as set forth herein, but only
          if as a result of such adjustment the Conversion Price then in effect
          hereunder is hereby reduced.

               (4) On the expiration of any Option or the termination of any
          right to convert or exchange any Convertible Securities, the
          Conversion Price then in effect hereunder shall forthwith be increased
          to the Conversion Price which would have been in effect at the time of
          such expiration or termination had such Option or Convertible
          Securities, to the extent outstanding immediately prior to such
          expiration or termination, never been issued.

               (5) In case any Options shall be issued in connection with the
          issue or sale of other securities of the Company, together comprising
          one integral transaction in which no specific consideration is
          allocated to such Options by the parties thereto, such Options shall
          be deemed to have been issued without consideration.

               (6) In case any shares of Common Stock, Options or Convertible
          Securities shall be issued or sold or deemed to have been issued or
          sold for cash, the consideration received therefor shall be deemed to
          be the amount received by the Company therefor. In case any shares of
          Common Stock, Options or Convertible Securities shall be issued or
          sold for a consideration other than cash, the amount of the
          consideration other than cash received by the Company shall be the
          fair value of such consideration as determined in good faith by the
          Board. In case any shares of Common Stock, Options or Convertible
          Securities shall be issued in connection with any merger in which the
          Company is the surviving corporation, the amount of consideration
          therefor shall be deemed to be the fair value of such portion of the
          net assets and business of the non-surviving corporation as shall be
          attributable to such Common Stock, Options or Convertible Securities,
          as the case may be.

               (7) 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, and the disposition of any shares so owned or held shall
          be considered an issue or sale of Common Stock for the purpose of this
          Section 7(b).


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               (8) In case the Company shall declare a dividend or make any
          other distribution upon the stock of the Company payable in Options or
          Convertible Securities, then in such case any Options or Convertible
          Securities, as the case may be, issuable in payment of such dividend
          or distribution shall be deemed to have been issued or sold without
          consideration.

               (9) For purposes of this Section 7(b), in case the Company shall
          take a record of the holders of its Common Stock for the purpose of
          entitling them to receive a dividend or other distribution payable in
          Common Stock, Options or in Convertible Securities or to subscribe for
          or purchase Common Stock, Options or Convertible Securities, then such
          record date shall 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 or subscription or purchase,
          as the case may be.

               (10) For purposes of this Section 7(b), notwithstanding Section
          7(f), in the event that the "Class B Warrants" issued to MCI WCOM on
          September 26, 1997 vest and become exercisable for shares of Common
          Stock, whether or not MCI WCOM shall exercise such Class B Warrants,
          the consideration per share that the Common Stock shall be deemed to
          have been issued or sold at shall be equal to $4.98.

          (c) Liquidating Dividends. In the event the Company shall declare a
     dividend upon the Common Stock (other than a dividend payable in Common
     Stock) payable otherwise than out of earnings or earned surplus, determined
     in accordance with generally accepted accounting principles, including the
     making of appropriate deductions for minority interests, if any, in
     subsidiaries (herein referred to as "Liquidating Dividends"), then the
     Company shall pay to the person converting such Class E Preferred Stock an
     amount equal to the aggregate value of such Liquidating Dividends
     (including but not limited to the Common Stock which would have been issued
     at the time of such earlier exercise and all other securities which would
     have been issued with respect to such Common Stock by reason of stock
     splits, stock dividends, mergers or reorganizations, or for any other
     reason). For the purposes of this Section 7(c), a dividend other than in
     cash shall be considered payable out of earnings or earned surplus only to
     the extent that such earnings or earned surplus are charged an amount equal
     to the fair value of such dividend as determined in good faith by the
     Board.

          (d) Subdivisions and Dividends; Combinations. In case the Company
     shall at any time (i) subdivide the outstanding Common Stock or (ii) issue
     a stock dividend on its outstanding Common Stock, the number of shares of
     Common Stock issuable upon


                                       12
<PAGE>

     conversion of the Class E Preferred Stock shall be proportionately
     increased by the same ratio as the subdivision or dividend (with
     appropriate adjustments to the Conversion Price in effect immediately prior
     to such subdivision or dividend). In case the Company shall at any time
     combine its outstanding Common Stock, the number of shares issuable upon
     conversion of the Class E Preferred Stock immediately prior to such
     combination shall be proportionately decreased by the same ratio as the
     combination (with appropriate adjustments to the Conversion Price in effect
     immediately prior to such combination).

          (e) Reorganizations, etc. If any capital reorganization or
     reclassification of the capital stock of the Company, or consolidation or
     merger of the Company with another corporation, or the sale of all or
     substantially all of its assets to another corporation shall be effected in
     such a way that holders of Common Stock shall be entitled to receive stock,
     securities, cash or other property with respect to or in exchange for
     Common Stock, then, as a condition of such reorganization,
     reclassification, consolidation, merger or sale, lawful and adequate
     provision shall be made whereby the holders of the Class E Preferred Stock
     shall have the right to acquire and receive upon conversion of the Class E
     Preferred Stock, which right shall be prior to the rights of the holders of
     Junior Stock, equal to the rights of the holders of Parity Stock and after
     and subject to the rights of holders of Senior Stock, such shares of stock,
     securities, cash or other property issuable or payable (as part of the
     reorganization, reclassification, consolidation, merger or sale) with
     respect to or in exchange for such number of outstanding shares of Common
     Stock as would have been received upon conversion of the Class E Preferred
     Stock at the Conversion Price then in effect.

          (f) Exceptions to Antidilution. The provisions of this Section 7 shall
     not apply to any Common Stock issued, issuable or deemed outstanding under
     Section 7(b)(1) through (10) inclusive (and no such transaction shall
     constitute a Triggering Transaction): (i) to any person pursuant to any
     stock option, stock purchase or similar plan or arrangement for the benefit
     of employees, consultants or other representatives of the Company or its
     subsidiaries (A) in effect on the Filing Date or (B) thereafter adopted by
     the Board and approved by the holders of the Voting Securities, (ii)
     pursuant to options, warrants and conversion rights in existence on the
     Filing Date (other than as provided for in Section 7(b)(10)) or (iii) on
     conversion of the Class B Preferred Stock, the Class C Preferred Stock or
     the Class D Preferred Stock.

          (g) Procedures. In the event that (i) the Company shall declare any
     cash dividend upon its Common Stock, (ii) the Company shall declare any
     dividend upon its Common Stock payable in stock or make any special
     dividend or other distribution to the holders of its Common Stock, (iii)
     the Company shall offer for subscription pro rata to the holders of its
     Common Stock any


                                       13
<PAGE>

     additional shares of stock of any class or other rights, (iv) there shall
     be any capital reorganization or reclassification of the capital stock of
     the Company, including any subdivision or combination of its outstanding
     shares of Common Stock, or consolidation or merger of the Company with, or
     sale of all or substantially all of its assets to, another corporation, (v)
     there shall be a voluntary or involuntary dissolution, liquidation or
     winding-up of the Company, then, in connection with any such event, the
     Company shall give to the holders of the Class E Preferred Stock (A) at
     least twenty (20) days prior written notice of the date on which the books
     of the Company shall close or a record shall be taken for such dividend,
     distribution or subscription rights or for determining rights to vote in
     respect of any such reorganization, reclassification, consolidation,
     merger, sale, dissolution, liquidation or winding-up; and (B) in the case
     of any such reorganization, reclassification, consolidation, merger, sale,
     dissolution, liquidation or winding-up, at least twenty (20) days prior
     written notice of the date when the same shall take place. Such notice in
     accordance with the foregoing clause (A) shall also specify, in the case of
     any such dividend, distribution or subscription rights, the date on which
     the holders of Common Stock shall be entitled thereto, and such notice in
     accordance with the foregoing clause (B) shall also specify the date on
     which the holders of Common Stock shall be entitled to exchange their
     Common Stock for securities or other property deliverable upon such
     reorganization, reclassification consolidation, merger, sale, dissolution,
     liquidation or winding-up, as the case may be. Each such written notice
     shall be given by first class mail, postage prepaid, addressed to the
     holders of the Class E Preferred Stock at the address of each such holder
     as shown on the books of the Company.

          (h) Intended Effect. If any event occurs as to which, in the opinion
     of the Board, the provisions of this Section 7 are not strictly applicable
     or if strictly applicable would not fairly protect the rights of the
     holders of the Class E Preferred Stock in accordance with the essential
     intent and principles of such provisions, then the Board shall make an
     adjustment in the application of such provisions, in accordance with such
     essential intent and principles, so as to protect such rights as set forth
     herein, but in no event shall any adjustment have the effect of increasing
     the Conversion Price as otherwise determined pursuant to any of the
     provisions of this Section 7 except in the case of a combination of shares
     of a type contemplated in Section 7(d) and then in no event to an amount
     greater than the Conversion Price as adjusted pursuant to Section 7(d).

     8. MANDATORY CONVERSION.

          (a) Mandatory Conversion. Each share of Class E Preferred Stock shall
     automatically be converted into shares of Common Stock at the Conversion
     Price in effect on the last Market


                                       14
<PAGE>

     Day of the first consecutive period of twenty Market Days during which the
     Current Market Price Per Common Share is at least 155% of the Liquidation
     Amount beginning after the later to occur of the closing of an underwritten
     offering which is a "Qualified Initial Public Offering" pursuant to an
     effective registration statement under the Securities Act or the third
     anniversary of the date of issuance of the Class E Preferred Stock
     ("Initial Issuance Date").

          (b) A "Qualified Initial Public Offering" shall mean an initial public
     offering of the Company's Common Stock raising not less than $50,000,000 of
     gross proceeds.

          (c) Procedures. All holders of record of shares of Class E Preferred
     Stock will be given prompt written notice of the occurrence of mandatory
     conversion and at least sixty (60) days prior written notice of the date
     fixed for any optional conversion and also of the place designated for
     conversion of all of such shares of Class E Preferred Stock. Such notice
     will be sent by mail, first class, postage prepaid, to each record holder
     of shares of Class E Preferred Stock at such holder's address appearing on
     the stock register. Each holder of shares of Class E Preferred Stock shall
     surrender his or its certificates or certificates for all such shares to
     the Company at the place designated in such notice, and shall thereafter
     receive certificates for the number of shares of Common Stock to which such
     holder is entitled pursuant to this Section 8. On the date of occurrence of
     mandatory conversion or the date fixed for any optional conversion, all
     rights with respect to the Class E Preferred Stock so converted will
     terminate, except only the rights of the holders thereof, upon surrender of
     their certificate or certificates therefore, to receive certificates for
     the number of shares of Common Stock into which such Class E Preferred
     Stock has been converted and payment of any accrued and unpaid dividends
     thereon. If so required by the Company, certificates surrendered for
     conversion shall be endorsed or accompanied by written instrument or
     instruments of transfer, in form satisfactory to the Company, duly executed
     by the registered holder or by his attorneys duly authorized in writing.
     All certificates evidencing shares of Class E Preferred Stock which are
     required to be surrendered for conversion in accordance with the provisions
     hereof shall, from and after the date such certificates are so required to
     be surrendered, be deemed to have been retired and canceled and the shares
     of Class E Preferred Stock represented thereby converted into Common Stock
     for all purposes, notwithstanding the failure of the holder or holders
     thereof to surrender such certificates. As soon as practicable after the
     surrender of the certificate or certificates for Class E Preferred Stock as
     set forth herein, the Company shall cause to be issued and delivered to
     such holder, or on his or its written order, a certificate or certificates
     for the number of full shares of Common Stock issuable on such conversion
     in accordance with the provisions hereof and as provided in Section 6(b) in


                                       15
<PAGE>

     respect of any fraction of a share of Common Stock otherwise issuable upon
     such conversion.

     9. CHANGE OF CONTROL OFFER.

          (a) Promptly after the occurrence of a Change of Control (the date of
     such occurrence being the "Change of Control Date"), the Company shall
     commence (or cause to be commenced) an offer to purchase all outstanding
     shares of Class E Preferred Stock pursuant to the terms described in
     Section 9(d) (the "Change of Control Offer") at a purchase price equal to
     the Change of Control Amount on the Change of Control Payment Date, and
     shall purchase (or cause the purchase of) any shares of Class E Preferred
     Stock tendered in the Change of Control Offer pursuant to the terms hereof.

          (b) At the Company's option, the Change of Control Amount shall be
     payable in cash or in shares of Common Stock (or the securities of the
     entity into which the Common Stock became converted in connection with the
     Change of Control), which shares shall be valued for purposes of this
     Section 9(b) at 97% of the Current Market Price Per Common Share on the
     Change of Control Payment Date.

          (c) If the Company elects to pay the Change of Control Amount in cash,
     prior to the mailing of the notice referred to in Section 9(d), but in any
     event within 30 days following the date on which a Change of Control has
     occurred, the Company shall (A) promptly determine if the purchase of the
     Class E Preferred Stock for cash would violate or constitute a default
     under the indebtedness of the Company or the terms of any other series of
     the Company's outstanding preferred stock and (B) either shall repay to the
     extent necessary all such indebtedness or preferred stock of the Company
     that would prohibit the repurchase of the Class E Preferred Stock pursuant
     to a Change of Control Offer or obtain any requisite consents or approvals
     under instruments governing any indebtedness or preferred stock of the
     Company to permit the repurchase of the Class E Preferred Stock for cash.
     The Company shall first comply with this Section 9(c) before it shall
     repurchase for cash any Class E Preferred Stock pursuant to this Section 9.

          (d) Within 30 days following the date on which a Change in Control has
     occurred, the Company shall send, by first-class mail, postage prepaid, a
     notice to each holder of Class E Preferred Stock. If applicable, such
     notice shall contain all instructions and materials necessary to enable
     such holders to tender Class E Preferred Stock pursuant to the Change of
     Control Offer. Such notice shall state:

               (i) that a Change of Control has occurred, that a Change of
          Control Offer is being made pursuant to this


                                       16
<PAGE>

          Section 9 and that all Class E Preferred Stock validly tendered and
          not withdrawn will be accepted for payment;

               (ii) the purchase price (including the amount of accrued
          dividends, if any) and the purchase date (which must be no earlier
          than 30 days nor later than 60 days from the date such notice is
          mailed, other than as may be required by law) (the "Change of Control
          Payment Date");

               (iii) that any shares of Class E Preferred Stock not tendered
          will continue to accrue dividends;

               (iv) that, unless the Company defaults in making payment
          therefor, any share of Class E Preferred Stock accepted for payment
          pursuant to the Change of Control Offer shall cease to accrue
          dividends after the Change of Control Payment Date;

               (v) that holders electing to have any share of Class E Preferred
          Stock purchased pursuant to a Change of Control Offer will be required
          to surrender stock certificates representing such shares of Class E
          Preferred Stock, properly endorsed for transfer, together with such
          other customary documents as the Company and the Transfer Agent may
          reasonably request to the Transfer Agent and registrar for the Class E
          Preferred Stock at the address specified in the notice prior to the
          close of business on the business day prior to the Change of Control
          Payment Date;

               (vi) that holders will be entitled to withdraw their election if
          the Company receives, not later than five business days prior to the
          Change of Control Payment Date, a telegram, facsimile transmission or
          letter setting forth the name of the holder, the number of shares of
          Class E Preferred Stock the holder delivered for purchase and a
          statement that such holder is withdrawing its election to have such
          shares of Class E Preferred Stock purchased;

               (vii) that holders who tender only a portion of the shares of
          Class E Preferred Stock represented by a certificate delivered will,
          upon purchase of the shares tendered, be issued a new certificate
          representing the unpurchased shares of Class E Preferred Stock; and

               (viii) the circumstances and relevant facts regarding such Change
          of Control (including information with respect to pro forma historical
          income, cash flow and capitalization after giving effect to such
          Change of Control).

          (e) The Company will comply with any tender offer rules under the
     Exchange Act which then may be applicable in connection with any offer made
     by the Company to repurchase the


                                       17
<PAGE>

     shares of Class E Preferred Stock as a result of a Change of Control. To
     the extent that the provisions of any securities laws or regulations
     conflict with provisions of this Certificate of Designation, the Company
     shall comply with the applicable securities laws and regulations and shall
     not be deemed to have breached its obligation under this Certificate of
     Designation by virtue thereof.

          (f) On the Change of Control Payment Date, the Company shall (i)
     accept for payment the shares of Class E Preferred Stock validly tendered
     pursuant to the Change of Control Offer, (ii) pay to the holders of shares
     so accepted the purchase price therefor in cash or Common Stock (or the
     securities of the entity into which the Common Stock became converted in
     connection with the Change of Control) as provided above and (iii) cancel
     each surrendered certificate and retire the shares represented thereby.
     Unless the Company defaults in the payment for the shares of Class E
     Preferred Stock tendered pursuant to the Change of Control Offer, dividends
     will cease to accrue with respect to the shares of Class E Preferred Stock
     tendered and all rights of holders of such tendered shares will terminate,
     except for the right to receive payment therefor on the Change of Control
     Payment Date.

          (g) To accept the Change of Control Offer, the holder of a share of
     Class E Preferred Stock shall deliver, prior to the close of business on
     the business day prior to the Change of Control Payment Date, written
     notice to the Company (or an agent designated by the Company for such
     purpose) of such holder's acceptance, together with certificates evidencing
     the shares of Class E Preferred Stock with respect to which the Change of
     Control Offer is being accepted, duly endorsed for transfer.

          (h) For the avoidance of doubt, nothing in this Section 9 shall
     restrict the right of the holders of Class E Preferred Stock, in connection
     with a Change of Control, to convert and to receive the kind and amount of
     consideration payable to holders of Common Stock in respect of the Common
     Stock into which the Class E Preferred Stock may be converted.

     10. CERTAIN MERGERS. In connection with any consolidation with or merger
with or into, any person in a transaction where the Common Stock is converted
into or exchanged for securities of such person or an affiliate of such person,
the Company covenants that the person issuing such securities will be organized
and existing under the laws of a jurisdiction which allows for the issuance of
preference stock and that the Class E Preferred Stock shall be converted into or
exchanged for and shall become shares of such person having in respect of such
person substantially the same powers, preference and relative participating,
optional or other special rights and the qualifications, limitations or
restrictions thereon that the Class E Preferred Stock had immediately prior to
such transaction.


                                       18
<PAGE>

         11.  REDEMPTION.

          (a) Mandatory Redemption. On December 31, 2008, the Company will be
     required to redeem all of the outstanding shares of Class E Preferred Stock
     at a redemption price per share equal to the Liquidation Amount on such
     date.

          (b) Optional Redemption. At any time after the third anniversary of
     the Initial Issuance Date, the Company may, at its option, redeem all (but
     not less than all) of the shares of Class E Preferred Stock at a cash
     redemption price equal to 155% of the Liquidation Amount on the date
     specified for redemption plus accrued dividends thereon from such date to
     the date of payment of the redemption price.

          (c) Notice. Notice of such redemption shall be given by the Company 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 Company; provided that neither the failure to give
     such notice nor any defect therein shall affect the validity of the giving
     of notice for the redemption of any share of Class E Preferred Stock to be
     redeemed except as to the holder to whom the Company 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; (ii) the redemption
     price; (iii) the place or places where certificates for such shares are to
     be surrendered for payment of the redemption price; and (iv) that dividends
     on the shares to be redeemed will cease to accrue on such redemption date.

          (d) Dividends; Payment. Notice having been mailed as aforesaid, from
     and after the redemption date (unless default shall be made by the Company
     in providing money for the payment of the redemption price of the shares
     called for redemption), dividends on the shares of Class E Preferred Stock
     so called for redemption shall cease to accrue, and all rights of the
     holders thereof as shareholders of the Company (except the right to receive
     from the Company 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 Company shall so require and the notice shall so state), such share
     shall be redeemed by the Company at the redemption price aforesaid.

     12. CONVERTED AND REACQUIRED SHARES. Any shares of Class E Preferred Stock
converted into Common Stock, redeemed, purchased or otherwise acquired by the
Company in any manner whatsoever shall be retired and canceled promptly after
the acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of undesignated stock of the Company and may be
reissued subject to the conditions and


                                       19
<PAGE>

restrictions on issuance in the Articles of Incorporation, in any other
Certificate of Designation creating a series of preferred stock or any similar
stock or as otherwise required by law.

     13. PRE-EMPTIVE RIGHTS. Until the closing of a Qualified Initial Public
Offering, the holders of the Class E Preferred Stock shall have pre-emptive
rights to the extent set forth in Section 302A.413 of the Minnesota Business
Corporation Act as in effect on the Filing Date, except that the provisions of
subdivision 4, clause (e) thereof shall not apply.

     14. AMENDMENT. If any proposed amendment to the Articles of Incorporation,
including this Certificate of Designation, would alter or change the
preferences, special rights or powers given to the holders of the Class E
Preferred Stock so as to affect such holders adversely, or would authorize the
issuance of a class or classes of stock having preferences or rights with
respect to dividends or dissolution or the distribution of assets that would be
superior to the preferences or rights of the Class E Preferred Stock, then the
holders of the Class E Preferred Stock shall be entitled to vote as a class upon
such amendment, and the affirmative vote of two-thirds of the outstanding shares
of Class E Preferred Stock shall be necessary for the adoption thereof, in
addition to such other vote as may be required by law.

     15. MISCELLANEOUS. If, in connection with a Change of Control Offer
pursuant to Section 9 or a redemption pursuant to Section 11, the Company
determines to pay the Change of Control Amount or the redemption price in shares
of Common Stock, the Company will (a) file a registration statement to register
such shares of Common Stock under the Securities Act, (b) cause such
registration statement to be effective at or prior to the time that the Company
will deliver such shares to the holders of Class E Preferred Stock, (c) have
such shares listed on the principal trading market for the Common Stock and (d)
take such other actions as may reasonably be required to register the issuance
(or, as appropriate, the re-sale) of the shares of Common Stock to be delivered
to the holders of the Class E Preferred Stock to enable such shares of Common
Stock to be sold without restriction.

     16. DEFINITIONS. The following terms, as used herein, shall have the
following meanings:

          "Accreted Value" equals, with respect to one share of Class E
     Preferred Stock, $1,000, plus the amount of any dividends added to Accreted
     Value in accordance with Section 3(b) (which aggregate amount shall be
     subject to adjustment whenever there shall occur a stock split,
     combination, re-classification or other similar event involving the Class E
     Preferred Stock).


                                       20
<PAGE>

          "Change of Control" means: (i) the sale, lease, transfer, conveyance
     other disposition (other than by way of merger or consolidation), in one or
     a series of related transactions, of all or substantially all of the assets
     of the Company and its subsidiaries taken as a whole to any "person" (as
     such term is used in Section 13(d)(3) of the Exchange Act, other than a
     holder of Class E Preferred Stock on the Initial Issuance Date, (ii) the
     consummation of any transaction (including any merger or consolidation) the
     result of which is that (A) any "person" (as defined above) other than a
     holder of Class E Preferred Stock on the Initial Issuance Date becomes the
     beneficial owner (as determined in accordance with Rules 13d-3 and 13d-5
     under the Exchange Act except that a person will be deemed to have
     beneficial ownership of all shares that such person has the right to
     acquire, whether such right is exercisable immediately or only after the
     passage of time), directly or indirectly, of more than 50% of the Voting
     Securities of the Company, other than in connection with an underwritten
     public offering of securities of the Company or (B) the holders of Voting
     Securities become entitled to receive less than 50% of the voting power of
     holders of the equity securities of the surviving entity, or (iii) the
     first day on which a majority of the members of the Board of Directors of
     the Company are not Continuing Directors.

          "Change of Control Amount" means, with respect to one share of Class E
     Preferred Stock, the greater of (i) 125% of the Liquidation Amount per
     share on the Change of Control Payment Date or (ii) the per share amount a
     holder of Class E Preferred Stock would have received had he exercised his
     right to convert a share of Class E Preferred Stock into shares of Common
     Stock immediately prior to the issuance of a Change of Control.

          "Continuing Directors" means individuals who constituted the Board of
     Directors of the Company on the Filing Date (the "Incumbent Directors");
     provided that any individual becoming a director during any year shall be
     considered to be an Incumbent Director if such individual's election,
     appointment or nomination was recommended or approved by at least
     two-thirds of the other Incumbent Directors continuing in office following
     such election, appointment or nomination present, in person or by
     telephone, at any meeting of the Board of Directors of the Company, after
     the giving of a sufficient notice to each Incumbent Director so as to
     provide a reasonable opportunity for such Incumbent Directors to be present
     at such meeting.

          "Current Market Price Per Common Share" means, as of any date, the
     average (weighted by daily trading volume) of the Daily Prices per share of
     Common Stock for the 20 consecutive Market Days immediately prior to such
     date.

          "Daily Price" means, as of any date, (i) if the shares of such class
     of Common Stock then are listed and traded on the New York Stock Exchange,
     Inc. ("NYSE"), the closing price on such


                                       21
<PAGE>

     date as reported on the NYSE Composite Transactions Tape; (ii) if the
     shares of such class of Common Stock then are not listed and traded on the
     NYSE, the closing price on such date as reported by the principal national
     securities exchange on which the shares are listed and traded; (iii) if the
     shares of such class of Common Stock then are not listed and traded on any
     such securities exchange, the last reported sale price on such date on
     Nasdaq National Market; or (iv) if the shares of such class of Common Stock
     then are not traded on the Nasdaq National Market, the average of the
     highest reported bid and lowest reported asked price on such date as
     reported by Nasdaq.

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

          "Market Day" means a day on which the principal national securities
     market or exchange on which the Common Stock is listed or admitted for
     trading is open for the transaction of business.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Voting Securities" means securities of the Company ordinarily having
     the power to vote for the election of directors of the Company, including
     but not limited to the Common Stock and all classes and series of
     Undesignated Stock the holders of which have the right to vote with holders
     of the Common Stock as a class.

     RESOLVED FURTHER, that the officers of this Company be, and each of them
acting alone is, hereby authorized and instructed to take all steps necessary to
execute, deliver and file, for and on behalf of this Company and in its name,
any and all documents required in connection with the establishment and
authorization of the Company's Class E Preferred Stock, including but not
limited to filing the Statement of Rights and Preferences with the Minnesota
Secretary of State in accordance with Minnesota Statutes, Section 302A.401.

     F. The undersigned further declares under penalty of perjury that the
matters set out in the foregoing Certificate are true and correct of his own
knowledge.


                                       22
<PAGE>

     IN WITNESS WHEREOF, the undersigned has executed this certificate as of the
31st day of December, 1999


                                       /s/ Edward J. Driscoll, Jr.
                                       -----------------------------------------
                                       Edward J. Driscoll, Jr.
                                       Secretary


                                       23
<PAGE>

                             ARTICLES OF CORRECTION
                                       OF
              CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES
                                       OF
                     CLASS E CONVERTIBLE PREFERRED STOCK AND
                       CLASS F CONVERTIBLE PREFERRED STOCK
                                       OF
                                  WAM!NET INC.


         The undersigned, Edward J. Driscoll, Jr., Secretary of WAM!NET INC., a
Minnesota Corporation (the "Corporation"), acting pursuant to the provisions of
Minnesota Statutes, Section 5.16, does hereby correct and amend the Certificate
of Designation of Rights and Preferences of Class E Convertible Preferred Stock,
as follows, and does hereby correct and amend the Certificate of Designation of
Rights and Preferences of Class F Convertible Preferred stock, as follows,
effective as of the 16th day of February, 2000, and the 11th day of February,
2000, respectively:

         1.)      The undersigned, Edward J. Driscoll, Jr., executed and filed a
                  Certificate of Designation of Rights and Preferences of Class
                  E Convertible Preferred Stock which was filed with the
                  Minnesota Secretary of State on February 16, 2000.

         2.)      The undersigned, Edward J. Driscoll, Jr., executed and filed a
                  Certificate of Designation of Rights and Preferences of Class
                  F Convertible Preferred Stock which was filed with the
                  Minnesota Secretary of State on February 11, 2000.

         3.)      The Certificate of Designation of Rights and Preferences of
                  Class E Convertible Preferred Stock inadvertently indicated
                  that the Articles of Incorporation of the Corporation provide
                  for a class of up to 10,000,000 shares known as Undesignated
                  Stock, whereas the Amended Articles of Incorporation of the
                  Corporation provide for a class of up to 9,900,000 shares
                  known as Undesignated Stock.

         4.)      The Certificate of Designation of Rights and Preferences of
                  Class F Convertible Preferred Stock inadvertently indicated
                  that the Articles of Incorporation of the Corporation provide
                  for a class of up to 50,000,000 shares known as Undesignated
                  Stock, whereas the Amended Articles of Incorporation of the
                  Corporation provide for a class of up to 9,900,000 shares
                  known as Undesignated Stock.

         5.)      Subpart B of said Certificate of Designation of Rights and
                  Preferences of Class E Convertible Preferred Stock should
                  read:
<PAGE>

                      "The Articles of Incorporation of this Company provide for
                      a class of up to 9,900,000 shares known as Undesignated
                      Stock, par value $.01 per share, which shares may be
                      issued from time to time in one or more classes or
                      series."

         6.)      Subpart B of said Certificate of Designation of Rights and
                  Preferences of Class F Convertible Preferred Stock should read

                      "The Articles of Incorporation of this Company provide for
                      a class of up to 9,900,000 shares known as Undesignated
                      Stock, par value $.01 per share, which shares may be
                      issued from time to time in one or more classes or
                      series."

         IN WITNESS WHEREOF, I have hereunder subscribed my name effective the
29th day of February, 2000.

                                              /s/ Edward J. Driscoll, Jr.
                                              ----------------------------------
                                              Edward J. Driscoll, Jr., Secretary
<PAGE>


                                  AMENDMENT TO

              CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES
                                       OF
                       CLASS E CONVERTIBLE PREFERRED STOCK
                                       OF
                                  WAM!NET INC.
--------------------------------------------------------------------------------


     The undersigned, Edward J. Driscoll, Jr., hereby certifies that:

     A. He is the duly elected and acting Secretary of WAM!NET Inc. (the
"Company"), a Minnesota corporation.

     B. The Articles of Incorporation of this Company provide for a class of up
to 9,900,000 shares known as Undesignated Stock, par value $.01 per share, which
shares may be issued from time to time in one or more classes or series.

     C. The Board of Directors of the Company is authorized, pursuant to Article
6 of the Company's Articles of Incorporation and Minnesota Statutes, Section
302A.401, to fix or alter the rights, preferences, privileges, and restrictions
granted to or imposed upon any wholly unissued series of Undesignated Stock, to
fix the number of shares constituting the series, and to determine the
designation thereof.

     D. It is the desire of the Board of Directors of the Company, pursuant to
its authority, to fix the rights, preferences, restrictions and other matters
relating to the Undesignated Stock and the number of shares of Undesignated
Stock.

     E. Pursuant to authority given by Article 6 of the Company's Articles of
Incorporation, the Company's Board of
<PAGE>

Directors has adopted the following resolutions as of December 31, 1999:

     RESOLVED, that, pursuant to Article 6 of the Articles of Incorporation of
WAM!NET Inc. (the "Company"), the Board of Directors of the Company (the
"Board") hereby creates and designates a series of Convertible Preferred Stock,
par value $0.01 per share, and authorizes the issuance of up to 116,725 of such
shares, and hereby fixes the designations, powers, preferences and relative,
participating, optional and other special rights, and the qualifications,
limitations or restrictions, of such shares, as follows:

     1. DESIGNATION AND AMOUNT. The shares of such series shall be designated
"Class E Convertible Preferred Stock" (the "Class E Preferred Stock") and the
number of shares constituting such series shall be 116,725.

     2. RANK. The Class E Preferred Stock shall rank, with respect to dividend
rights and distribution of assets on any Liquidation of the Company (as defined
herein) (a) junior to any other class or series of the Company's preferred stock
which shall specifically provide that such class or series shall rank senior to
the Class E Preferred Stock (the "Senior Stock"); (b) on parity with (i) the
Company's Class A Preferred Stock, par value $10.00 per share (the "Class A
Preferred Stock") (except with respect to a Liquidation of the Company resulting
from the merger or consolidation of the Company into or with another
corporation, the merger or consolidation of any other corporation into or with
the Company or the sale of all or substantially all the assets of the Company,
which events do not give rise to a right of the holders of the Class A Preferred
Stock to receive distributions), (ii) the Company's Class B Convertible
Preferred Stock, par value $0.01 per share (the "Class B Preferred Stock"),
(iii) the Company's Class C Convertible Preferred Stock, par value $0.01 per
share (the "Class C Preferred Stock"), (iv) the Company's Class D Convertible
Preferred Stock, par value $0.01 per share (the "Class D Preferred Stock"), and
(v) any other class or series of the Company's preferred stock which shall
specifically provide that such class or series shall rank on parity with the
Class E Preferred Stock ((i) through (iv) collectively, the "Parity Stock"); and
(c) prior to (i) the Company's common stock, par value $0.01 per share (the
"Common Stock"), and (ii) any other class or series of the Company's
Undesignated Stock except for any class or series which is Senior Stock or
Parity Stock ((i) and (ii) together, the "Junior Stock").

     3. DIVIDENDS.

          (a) Each holder of Class E Preferred Stock shall be entitled to
     receive, in respect of each Dividend Period, when, as

                                       2
<PAGE>

     and if declared by the Board of Directors of the Company, out of funds
     legally available for the payment of dividends, cumulative dividends in an
     amount per share equal to the Applicable Percentage of the Accreted Value
     as of the immediately preceding Dividend Payment Date (or, for the initial
     Dividend Period, as of the date of issuance). Dividends paid pursuant to
     this paragraph 3(a) shall be payable in arrears monthly on the last day of
     each month (each of such dates being a "Dividend Payment Date" and each
     such monthly period being a "Dividend Period"). Such dividends shall accrue
     from the date of issue (except that dividends on any amounts added to
     Accreted Value pursuant to Section 3(b) shall accrue from the date such
     amounts are added to Accreted Value), whether or not in any Dividend Period
     or Periods there shall be funds of the Company legally available for the
     payment of such dividends. Each such dividend shall be payable to the
     holders of record of shares of the Class E Preferred Stock on the 25th day
     of each month, as they appear on the stock records of the Company at the
     close of business on such record dates.

          (b) At the Company's option, dividends may be paid in cash. If
     dividends are not paid in cash on any Dividend Payment Date for the
     immediately preceding Dividend Period (or portion thereof if less than a
     full Dividend Period), the unpaid amount shall be added to the Accreted
     Value for purposes of calculating succeeding periods' dividends.
     Notwithstanding anything else contained herein, once any dividends for the
     immediately preceding Dividend Period (or portion thereof if less than a
     full Dividend Period) are so added to Accreted Value, such dividends will
     no longer be payable in cash.

          (c) The Applicable Percentage for each full Dividend Period for the
     Class E Preferred Stock shall be 0.5834%. The Applicable Percentage for the
     initial Dividend Period, or any other period shorter or longer than a full
     Dividend Period, on the Class E Preferred Stock shall be computed on the
     basis of a per annum rate of 7.0008% and the actual number of days elapsed
     over 12 30-day months and a 360-day year.

          (d) So long as any shares of the Class E Preferred Stock are
     outstanding, no dividends, except as described in the next succeeding
     sentence, shall be declared or paid or set apart for payment on Parity
     Stock for any period unless full cumulative dividends have been or
     contemporaneously are declared and paid or declared and a sum sufficient
     for the payment thereof set apart for such payment on the Class E Preferred
     Stock (or the unpaid amount shall have been added to the Accreted Value
     pursuant to Section 3(b)) for all Dividend Periods terminating on or prior
     to the date of payment of the dividend on such class or series of Parity
     Stock. When dividends are not paid in full or a sum sufficient for such
     payment is not set apart, as aforesaid, all dividends declared upon shares
     of the Class E Preferred Stock and all dividends declared upon any other
     class or series of Parity Stock shall be declared ratably in proportion to
     the respective

                                       3
<PAGE>

     amounts of dividends accrued on the Class E Preferred Stock and accrued and
     unpaid on such Parity Stock.

          (e) Limit on Junior Dividends and Redemption. For so long as the Class
     E Preferred Stock remains outstanding, the Company shall not pay any
     dividend upon the Junior Stock, whether in cash or other property (other
     than shares of Junior Stock), or purchase, redeem or otherwise acquire any
     such Junior Stock; provided, however, that nothing in this Section 3(e)
     shall prohibit or otherwise limit the ability of the Company to make any
     purchase, redemption or other acquisition pursuant to written agreements
     existing as of the date of filing of the Certificate of Designation of the
     Class E Preferred Stock (the "Filing Date").

     4. LIQUIDATION, DISSOLUTION OR WINDING-UP.

          (a) Liquidation Preference. In the event of any Liquidation of the
     Company, the holders of shares of Class E Preferred Stock then outstanding
     shall be entitled to be paid out of the assets of the Company available for
     distribution to its stockholders, after and subject to the payment in full
     of all amounts required to be distributed to the holders of Senior Stock
     upon such Liquidation of the Company and before any payment shall be made
     to the holders of Junior Stock, the Liquidation Amount (as defined herein)
     per share of Class E Preferred Stock. If upon any such Liquidation of the
     Company, the remaining assets of the Company available for the distribution
     to its stockholders after payment in full of amounts required to be paid or
     distributed to holders of Senior Stock shall be insufficient to pay the
     holders of shares of Parity Stock the full amount to which they shall be
     entitled, the holders of the Class E Preferred Stock shall share ratably
     with the holders of Parity Stock in any distribution of the remaining
     assets and funds of the Company in proportion to the respective amounts
     which would otherwise be payable in respect of the shares held by them upon
     such distribution if all amounts payable on or with respect to said shares
     were paid in full. After the payment of all preferential amounts required
     to be paid to the holders of Senior Stock and Parity Stock and any other
     series of the Company's preferred stock upon any Liquidation of the
     Company, the holders of shares of Junior Stock then outstanding shall be
     entitled to receive the remaining assets and funds of the Company available
     for distribution to its stockholders in accordance with the terms thereof.

          (b) Certain Definitions. (i) The term "Liquidation of the Company"
     shall mean any voluntary or involuntary liquidation, dissolution or
     winding-up of the affairs of the Company.

               (ii) The term "Liquidation Amount" shall mean an amount per share
          of Class E Preferred Stock equal to the greater of: (A) the Accreted
          Value plus any per share dividends accrued

                                       4
<PAGE>

          on the Class E Preferred Stock (whether or not earned or declared)
          since the most recent Dividend Payment Date and (B) the per share
          amount that holders of the Class E Preferred Stock would have received
          had they exercised their right to convert the Class E Preferred Stock
          to Common Stock immediately prior to a Liquidation of the Company.

     5. VOTING.

          (a) Number of Votes. Each issued and outstanding share of Class E
     Preferred Stock shall be entitled to the number of votes equal to the
     number of shares of Common Stock into which each such share of Class E
     Preferred Stock is then convertible (as adjusted from time to time), at
     each meeting of holders of the Common Stock of the Company (or any written
     consent without a meeting in accordance with the Minnesota Business
     Corporation Act) with respect to any and all matters presented to such
     shareholders for their action or consideration, provided that no holder
     (based solely on its ownership of Class E Preferred Stock) shall be
     entitled to more than the number of votes equal to 17.5% (the "Maximum
     Percentage") of the voting power of the Voting Securities outstanding on
     the record date for which a vote is being taken (and therefore to the
     extent that its ownership of Class E Preferred Stock would entitle it to
     voting power in excess of 17.5%, the voting power shall be reduced to that
     percentage) and provided further that, with respect to any holder of fewer
     than 50,000 shares of Class E Preferred Stock, the Maximum Percentage shall
     be reduced to the percentage which bears the same proportion to 17.5% as
     the number of shares of Class E Preferred Stock held by such holder bears
     to 50,000. Except as provided by law, by the provisions of this Section 5
     or by the provisions establishing any other series of the Company's
     preferred stock, holders of Class E Preferred Stock and of any other
     outstanding preferred stock then entitled to vote shall vote together with
     the holders of Common Stock as a single class.

          (b) Class E Directors. Each of the two holders who purchase the
     largest number of shares of Class E Preferred Stock shall have the right to
     appoint a person to serve as a director of the Company (a "Class E
     Director") for so long as such holder continues to own shares of Class E
     Preferred Stock and/or shares of Common Stock issued on conversion or
     redemption of shares of Class E Preferred Stock which together represent
     beneficial ownership of at least 40% of the number of shares of Common
     Stock issuable upon conversion or redemption of the Class E Preferred Stock
     initially purchased by such holder (without giving effect to the
     anti-dilution provisions contained in Section 7 hereof). Any vacancy in the
     position of a Class E Director may be filled by and only by the holder who
     appointed the Class E Director whose position has become vacant. Each Class
     E Director may, during his or her term of office, be removed at any time,
     with or without cause, by and only by the holder who appointed such Class E
     Director.

                                       5
<PAGE>

          (c) Protective Provisions. In addition to any other rights provided by
     law, the Company shall not (i) without first obtaining the affirmative vote
     or written consent of a majority of the holders of the Class E Preferred
     Stock, voting separately as a class, (A) amend, alter or repeal any
     provision of the Company's Articles of Incorporation or By-Laws in a manner
     that is adverse to the holders of the Class E Preferred Stock, or (B)
     authorize the issuance of a class or series of capital stock having
     preferences or rights with respect to dividends or dissolution or the
     distribution of assets that would be superior to the preferences or rights
     of the Class E Preferred Stock, and (ii) without first obtaining the
     affirmative vote or written consent of a majority of the holders of the
     Company's Voting Securities other than MCI WORLDCOM, Inc. (together with
     its majority-owned subsidiaries and other controlled affiliates, "MCI
     WCOM"), (A) authorize any transaction of a type referred to in clause (i)
     or clause (ii) of the definition of "Change of Control," (B) authorize or
     consent to any liquidation, dissolution or winding-up of the affairs of the
     Company, or (C) enter into any merger or consolidation into or with MCI
     WCOM or enter into any other contract or arrangement involving the sale or
     license of the Company's material assets with MCI WCOM (excluding
     contractual arrangements with MCI WCOM existing as of the Filing Date).

     6. OPTIONAL CONVERSION. At any time and from time to time, each share of
Class E Preferred Stock may be converted, at the option of the holder thereof,
into the number of fully paid and nonassessable shares of Common Stock obtained
by dividing the amount determined pursuant to clause (A) of the definition of
Liquidation Amount by the Conversion Price then in effect (the "Conversion
Rate"); provided, however, that upon any Liquidation of the Company, the right
of conversion shall terminate at the close of business on the full business day
next preceding the date fixed for such redemption or for the payment of any
amounts distributable on liquidation to the holders of Class E Preferred Stock.
No notice delivered by the Company of any proposed redemption, change of control
or other event will limit in any way the holders' rights to convert Class E
Preferred Stock into Common Stock of the Company.

          (a) Initial Conversion Rate. The initial Conversion Rate for the Class
     E Preferred Stock shall be 193.7984 shares of Common Stock for each one
     share of Class E Preferred Stock surrendered for conversion representing an
     initial Conversion Price of $5.16 per share of Common Stock. The applicable
     Conversion Rate and Conversion Price from time to time in effect is subject
     to adjustment as hereinafter provided.

          (b) No Fractional Shares. If any fraction of a share of Common Stock
     would be issuable upon conversion of any Class E Preferred Stock, the
     Company shall round up to the next whole

                                       6
<PAGE>

     share the number of shares of Class E Preferred Stock to be issued upon
     such conversion.

          (c) Adjustment. Whenever the Conversion Rate and Conversion Price
     shall be adjusted as provided herein, the Company shall forthwith file at
     each office designated for the conversion of Class E Preferred Stock, a
     statement, signed by the President, any Vice President or Treasurer of the
     Company, showing in reasonable detail the facts requiring such adjustment
     and the Conversion Rate that will be effective after such adjustment. The
     Company shall also cause a notice setting forth any such adjustments to be
     sent by mail, first class, postage prepaid, to each record holder of Class
     E Preferred Stock at his or its address appearing on the stock register. If
     such notice relates to an adjustment resulting from an event referred to in
     Section 7(g), such notice shall be included as part of the notice required
     to be mailed and published under the provisions of such Section 7(g).

          (d) Exercise. In order to exercise the conversion privilege, the
     holder of any Class E Preferred Stock to be converted shall surrender his
     or its certificate or certificates therefore to the principal office of the
     transfer agent for the Class E Preferred Stock (or if no transfer agent be
     at the time appointed, then the Company at its principal office), and shall
     give written notice to the Company at such office that the holder elects to
     convert the Class E Preferred Stock represented by such certificates, or
     any number thereof. Such notice shall also state the name or names (with
     address) in which the certificate or certificates for shares of Common
     Stock which shall be issuable on such conversion shall be issued, subject
     to any restrictions on transfer relating to shares of the Class E Preferred
     Stock or shares of Common Stock upon conversion thereof. If so required by
     the Company, certificates surrendered for conversion shall be endorsed or
     accompanied by written instrument or instruments of transfer, in form
     satisfactory to the Company, duly authorized in writing. The date of
     receipt by the transfer agent (or by the Company if the Company serves as
     its own transfer agent) of the certificates and notice shall be the
     conversion date. Within three Market Days after receipt of such notice and
     the surrender of the certificate or certificates for Class E Preferred
     Stock as set forth herein, the Company shall cause to be issued and
     delivered at such office to such holder, or on his or its written order, a
     certificate or certificates for the number of full shares of Common Stock
     issuable on such conversion in accordance with the provisions hereof and
     cash as provided in Section 6(b) in respect of any fraction of a share of
     Common Stock otherwise issuable upon such conversion.

          (e) Reservation of Shares of Common Stock. The Company shall at all
     times while any shares of Class E Preferred Stock shall be outstanding,
     reserve and keep available out of its authorized but unissued stock, for
     the purposes of effecting the

                                       7
<PAGE>

     conversion of the Class E Preferred Stock, such number of its duly
     authorized shares of Common Stock as shall from time to time be sufficient
     to effect the conversion of all outstanding Class E Preferred Stock. Before
     taking any action which would cause an adjustment reducing the Conversion
     Price below the then par value of the shares of Common Stock issuable upon
     conversion of the Class E Preferred Stock, the Company will take any
     corporate action which may, in the opinion of its counsel, be necessary in
     order that the Company may validly and legally issue fully paid and
     nonassessable shares of such Common Stock at such adjusted Conversion
     Price.

          (f) Surrender. All shares of Class E Preferred Stock which shall have
     been surrendered for conversion as herein provided shall no longer be
     deemed to be outstanding and all rights with respect to such shares,
     including the rights, if any, to receive notices and to vote, shall
     forthwith cease and terminate except only the right of the holder thereof
     to receive shares of Common Stock in exchange therefor and payment of any
     accrued and unpaid dividends on such shares of Common Stock. Any shares of
     Class E Preferred Stock so converted shall be retired and canceled and
     shall not be reissued, and the Company may from time to time take such
     appropriate action as may be necessary to reduce the authorized Class E
     Preferred Stock accordingly.

     7. ANTI-DILUTION PROVISIONS.

          (a) General. In order to prevent dilution of the rights granted
     hereunder, the Conversion Price shall be subject to adjustment from time to
     time in accordance with this Section 7. Upon each adjustment of the
     Conversion Price pursuant to this Section 7, the registered holder of
     shares of Class E Preferred Stock shall thereafter be entitled to acquire
     upon conversion, at the Conversion Price resulting from such adjustment,
     the number of shares of Common Stock obtainable by multiplying the
     Conversion Price in effect immediately prior to such adjustment by the
     number of shares of Common Stock acquirable immediately prior to such
     adjustment and dividing the product thereof by the Conversion Price
     resulting from such adjustment.

          (b) Adjustment of Conversion Price. Except as provided in Sections
     7(c) or 7(f) below, if and whenever on or after the Filing Date, the
     Company shall issue or sell, or shall pursuant to Section 7(b)(1) through
     (10) inclusive, be deemed to have issued or sold any shares of its Common
     Stock for a consideration per share that is (i) at any time prior to the
     closing of a Qualified Initial Public Offering, less than the per share
     Conversion Price in effect immediately prior to the time of such issue or
     sale or (ii) at any time during the three-year period after the closing of
     a Qualified Initial Public Offering, less than 90% of the Current Market
     Price Per Common Share calculated as of the date of such issue or sale,
     then forthwith upon such issue or sale (the "Triggering Transaction"), the

                                       8
<PAGE>

     Conversion Price shall, subject to Section 7(b)(1) through (10) inclusive,
     be reduced to the Conversion Price (calculated to the nearest one-hundredth
     of a cent) determined by dividing: (A) an amount equal to the sum of the
     product derived by multiplying the Number of Common Shares Deemed
     Outstanding immediately prior to such Triggering Transaction by the
     Conversion Price then in effect, plus the consideration, if any, received
     by the Company upon consummation of such Triggering Transaction by (B) an
     amount equal to the sum of the Number of Common Shares Deemed Outstanding
     immediately prior to such Triggering Transaction plus the number of shares
     of Common Stock issued (or deemed to be issued in accordance with Section
     7(b)(1) through (10) inclusive) in connection with the Triggering
     Transaction. The term "Number of Common Shares Deemed Outstanding" at any
     given time shall mean the sum of (i) the number of shares of Common Stock
     outstanding at such time, (ii) the number of shares of Common Stock
     issuable upon conversion or exchange at such time of all of the Company's
     outstanding securities that are then convertible into, or exchangeable for,
     Common Stock and (iii) the number of shares of the Company's Common Stock
     deemed to be outstanding under Section 7(b)(1) through (10) inclusive, at
     such time. For purposes of determining the adjusted Conversion Price under
     this Section 7(b), the following provisions shall be applicable:

               (1) In case the Company at any time shall in any manner grant
          (whether directly or by assumption in a merger or otherwise) any
          rights to subscribe for or to purchase, or any options for the
          purchase of, Common Stock or any stock or other securities convertible
          into or exchangeable for Common Stock (such rights or options being
          herein called "Options" and such convertible or exchangeable stock or
          securities being herein called "Convertible Securities"), whether or
          not such Options or the right to convert or exchange any such
          Convertible Securities are immediately exercisable and the price per
          share for which the Common Stock is issuable upon exercise, conversion
          or exchange (determined by dividing (Y) the total amount, if any,
          received or receivable by the Company as consideration for the
          granting of such Options, plus the minimum aggregate amount of
          additional consideration payable to the Company upon the exercise of
          all such Options, plus, in the case of such Options which relate to
          Convertible Securities, the minimum aggregate amount of additional
          consideration, if any, payable upon the issue or sale of such
          Convertible Securities and upon the conversion or exchange thereof, by
          (Z) the total maximum number of shares of Common Stock issuable upon
          the exercise of such Options or the conversion or exchange of such
          Convertible Securities) shall be less than the Conversion Price in
          effect immediately prior to the time of the granting of such Option,
          then the total maximum amount of Common Stock issuable upon the
          exercise of such Options or in the case of Options for Convertible
          Securities, upon the conversion or exchange of such Convertible
          Securities shall (as of the date of granting of

                                       9
<PAGE>

          such Options) be deemed to be outstanding and to have been issued and
          sold by the Company for such price per share. No further adjustment of
          the Conversion Price shall be made upon the actual issue of such
          shares of Common Stock or such Convertible Securities upon the
          exercise of such Options, except as otherwise provided in Section
          7(b)(3).

               (2) In case the Company at any time shall in any manner issue
          (whether directly or by assumption in a merger or otherwise) or sell
          any Convertible Securities, whether or not the rights to exchange or
          convert thereunder are immediately exercisable, and the price per
          share for which Common Stock is issuable upon such conversion or
          exchange (determined by dividing (Y) the total amount received or
          receivable by the Company as consideration for the issue or sale of
          such Convertible Securities, plus the minimum aggregate amount of
          additional consideration, if any, payable to the Company upon the
          conversion or exchange thereof, by (Z) the total maximum number of
          shares of Common Stock issuable upon the conversion or exchange of all
          such Convertible Securities) shall be less than the Conversion Price
          in effect immediately prior to the time of such issue or sale, then
          the total maximum number of shares of Common Stock issuable upon
          conversion or exchange of all such Convertible Securities shall (as of
          the date of the issue or sale of such Convertible Securities) be
          deemed to be outstanding and to have been issued and sold by the
          Company for such price per share. No further adjustment of the
          Conversion Price shall be made upon the actual issue of such Common
          Stock upon exercise of the rights to exchange or convert under such
          Convertible Securities, except as otherwise provided in Section
          (7)(b)(3).

               (3) If the purchase price provided for in any Options referred to
          in Section 7(b)(1), the additional consideration, if any, payable upon
          the conversion or exchange of any Convertible Securities referred to
          in Sections 7(b)(1) or (2), or the rate at which any Convertible
          Securities referred to in Sections 7(b)(1) or (2) are convertible into
          or exchangeable for Common Stock shall change at any time (other than
          under or by reason of provisions designed to protect against dilution
          of the type set forth in Sections 7(b) or 7(d)), the Conversion Price
          in effect at the time of such change shall forthwith be readjusted 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 purchase price, additional consideration or conversion
          rate, as the case may be, at the time initially granted, issued or
          sold. If the purchase price provided for in any Option referred to in
          Section 7(b)(1) or the rate at which any Convertible Securities
          referred to in Sections 7(b)(1) or (2) are convertible into or
          exchangeable for Common Stock, shall be reduced at any time under or
          by reason of

                                       10
<PAGE>

          provisions with respect thereto designed to protect against dilution,
          then in case of the delivery of Common Stock upon the exercise of any
          such Option or upon conversion or exchange of any such Convertible
          Security, the Conversion Price then in effect hereunder shall
          forthwith be adjusted to such respective amount as would have been
          obtained had such Option or Convertible Security never been issued as
          to such Common Stock and had adjustments been made upon the issuance
          of the shares of Common Stock delivered as set forth herein, but only
          if as a result of such adjustment the Conversion Price then in effect
          hereunder is hereby reduced.

               (4) On the expiration of any Option or the termination of any
          right to convert or exchange any Convertible Securities, the
          Conversion Price then in effect hereunder shall forthwith be increased
          to the Conversion Price which would have been in effect at the time of
          such expiration or termination had such Option or Convertible
          Securities, to the extent outstanding immediately prior to such
          expiration or termination, never been issued.

               (5) In case any Options shall be issued in connection with the
          issue or sale of other securities of the Company, together comprising
          one integral transaction in which no specific consideration is
          allocated to such Options by the parties thereto, such Options shall
          be deemed to have been issued without consideration.

               (6) In case any shares of Common Stock, Options or Convertible
          Securities shall be issued or sold or deemed to have been issued or
          sold for cash, the consideration received therefor shall be deemed to
          be the amount received by the Company therefor. In case any shares of
          Common Stock, Options or Convertible Securities shall be issued or
          sold for a consideration other than cash, the amount of the
          consideration other than cash received by the Company shall be the
          fair value of such consideration as determined in good faith by the
          Board. In case any shares of Common Stock, Options or Convertible
          Securities shall be issued in connection with any merger in which the
          Company is the surviving corporation, the amount of consideration
          therefor shall be deemed to be the fair value of such portion of the
          net assets and business of the non-surviving corporation as shall be
          attributable to such Common Stock, Options or Convertible Securities,
          as the case may be.

               (7) 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, and the disposition of any shares so owned or held shall
          be considered an issue or sale of Common Stock for the purpose of this
          Section 7(b).

                                       11
<PAGE>

               (8) In case the Company shall declare a dividend or make any
          other distribution upon the stock of the Company payable in Options or
          Convertible Securities, then in such case any Options or Convertible
          Securities, as the case may be, issuable in payment of such dividend
          or distribution shall be deemed to have been issued or sold without
          consideration.

               (9) For purposes of this Section 7(b), in case the Company shall
          take a record of the holders of its Common Stock for the purpose of
          entitling them to receive a dividend or other distribution payable in
          Common Stock, Options or in Convertible Securities or to subscribe for
          or purchase Common Stock, Options or Convertible Securities, then such
          record date shall 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 or subscription or purchase,
          as the case may be.

               (10) For purposes of this Section 7(b), notwithstanding Section
          7(f), in the event that the "Class B Warrants" issued to MCI WCOM on
          September 26, 1997 vest and become exercisable for shares of Common
          Stock, whether or not MCI WCOM shall exercise such Class B Warrants,
          the consideration per share that the Common Stock shall be deemed to
          have been issued or sold at shall be equal to $4.98.

          (c) Liquidating Dividends. In the event the Company shall declare a
     dividend upon the Common Stock (other than a dividend payable in Common
     Stock) payable otherwise than out of earnings or earned surplus, determined
     in accordance with generally accepted accounting principles, including the
     making of appropriate deductions for minority interests, if any, in
     subsidiaries (herein referred to as "Liquidating Dividends"), then the
     Company shall pay to the person converting such Class E Preferred Stock an
     amount equal to the aggregate value of such Liquidating Dividends
     (including but not limited to the Common Stock which would have been issued
     at the time of such earlier exercise and all other securities which would
     have been issued with respect to such Common Stock by reason of stock
     splits, stock dividends, mergers or reorganizations, or for any other
     reason). For the purposes of this Section 7(c), a dividend other than in
     cash shall be considered payable out of earnings or earned surplus only to
     the extent that such earnings or earned surplus are charged an amount equal
     to the fair value of such dividend as determined in good faith by the
     Board.

          (d) Subdivisions and Dividends; Combinations. In case the Company
     shall at any time (i) subdivide the outstanding Common Stock or (ii) issue
     a stock dividend on its outstanding Common Stock, the number of shares of
     Common Stock issuable upon

                                       12
<PAGE>

     conversion of the Class E Preferred Stock shall be proportionately
     increased by the same ratio as the subdivision or dividend (with
     appropriate adjustments to the Conversion Price in effect immediately prior
     to such subdivision or dividend). In case the Company shall at any time
     combine its outstanding Common Stock, the number of shares issuable upon
     conversion of the Class E Preferred Stock immediately prior to such
     combination shall be proportionately decreased by the same ratio as the
     combination (with appropriate adjustments to the Conversion Price in effect
     immediately prior to such combination).

          (e) Reorganizations, etc. If any capital reorganization or
     reclassification of the capital stock of the Company, or consolidation or
     merger of the Company with another corporation, or the sale of all or
     substantially all of its assets to another corporation shall be effected in
     such a way that holders of Common Stock shall be entitled to receive stock,
     securities, cash or other property with respect to or in exchange for
     Common Stock, then, as a condition of such reorganization,
     reclassification, consolidation, merger or sale, lawful and adequate
     provision shall be made whereby the holders of the Class E Preferred Stock
     shall have the right to acquire and receive upon conversion of the Class E
     Preferred Stock, which right shall be prior to the rights of the holders of
     Junior Stock, equal to the rights of the holders of Parity Stock and after
     and subject to the rights of holders of Senior Stock, such shares of stock,
     securities, cash or other property issuable or payable (as part of the
     reorganization, reclassification, consolidation, merger or sale) with
     respect to or in exchange for such number of outstanding shares of Common
     Stock as would have been received upon conversion of the Class E Preferred
     Stock at the Conversion Price then in effect.

          (f) Exceptions to Antidilution. The provisions of this Section 7 shall
     not apply to any Common Stock issued, issuable or deemed outstanding under
     Section 7(b)(1) through (10) inclusive (and no such transaction shall
     constitute a Triggering Transaction): (i) to any person pursuant to any
     stock option, stock purchase or similar plan or arrangement for the benefit
     of employees, consultants or other representatives of the Company or its
     subsidiaries (A) in effect on the Filing Date or (B) thereafter adopted by
     the Board and approved by the holders of the Voting Securities, (ii)
     pursuant to options, warrants and conversion rights in existence on the
     Filing Date (other than as provided for in Section 7(b)(10)) or (iii) on
     conversion of the Class B Preferred Stock, the Class C Preferred Stock or
     the Class D Preferred Stock.

          (g) Procedures. In the event that (i) the Company shall declare any
     cash dividend upon its Common Stock, (ii) the Company shall declare any
     dividend upon its Common Stock payable in stock or make any special
     dividend or other distribution to the holders of its Common Stock, (iii)
     the Company shall offer for subscription pro rata to the holders of its
     Common Stock any

                                       13
<PAGE>

     additional shares of stock of any class or other rights, (iv) there shall
     be any capital reorganization or reclassification of the capital stock of
     the Company, including any subdivision or combination of its outstanding
     shares of Common Stock, or consolidation or merger of the Company with, or
     sale of all or substantially all of its assets to, another corporation, (v)
     there shall be a voluntary or involuntary dissolution, liquidation or
     winding-up of the Company, then, in connection with any such event, the
     Company shall give to the holders of the Class E Preferred Stock (A) at
     least twenty (20) days prior written notice of the date on which the books
     of the Company shall close or a record shall be taken for such dividend,
     distribution or subscription rights or for determining rights to vote in
     respect of any such reorganization, reclassification, consolidation,
     merger, sale, dissolution, liquidation or winding-up; and (B) in the case
     of any such reorganization, reclassification, consolidation, merger, sale,
     dissolution, liquidation or winding-up, at least twenty (20) days prior
     written notice of the date when the same shall take place. Such notice in
     accordance with the foregoing clause (A) shall also specify, in the case of
     any such dividend, distribution or subscription rights, the date on which
     the holders of Common Stock shall be entitled thereto, and such notice in
     accordance with the foregoing clause (B) shall also specify the date on
     which the holders of Common Stock shall be entitled to exchange their
     Common Stock for securities or other property deliverable upon such
     reorganization, reclassification consolidation, merger, sale, dissolution,
     liquidation or winding-up, as the case may be. Each such written notice
     shall be given by first class mail, postage prepaid, addressed to the
     holders of the Class E Preferred Stock at the address of each such holder
     as shown on the books of the Company.

          (h) Intended Effect. If any event occurs as to which, in the opinion
     of the Board, the provisions of this Section 7 are not strictly applicable
     or if strictly applicable would not fairly protect the rights of the
     holders of the Class E Preferred Stock in accordance with the essential
     intent and principles of such provisions, then the Board shall make an
     adjustment in the application of such provisions, in accordance with such
     essential intent and principles, so as to protect such rights as set forth
     herein, but in no event shall any adjustment have the effect of increasing
     the Conversion Price as otherwise determined pursuant to any of the
     provisions of this Section 7 except in the case of a combination of shares
     of a type contemplated in Section 7(d) and then in no event to an amount
     greater than the Conversion Price as adjusted pursuant to Section 7(d).

     8. MANDATORY CONVERSION.

          (a) Mandatory Conversion. Each share of Class E Preferred Stock shall
     automatically be converted into shares of Common Stock at the Conversion
     Price in effect on the last Market

                                       14
<PAGE>

     Day of the first consecutive period of twenty Market Days during which the
     Current Market Price Per Common Share is at least 155% of the Conversion
     Price beginning after the later to occur of the closing of an underwritten
     offering which is a "Qualified Initial Public Offering" pursuant to an
     effective registration statement under the Securities Act or the third
     anniversary of the date of issuance of the Class E Preferred Stock
     ("Initial Issuance Date").

          (b) A "Qualified Initial Public Offering" shall mean an initial public
     offering of the Company's Common Stock raising not less than $50,000,000 of
     gross proceeds.

          (c) Procedures. All holders of record of shares of Class E Preferred
     Stock will be given prompt written notice of the occurrence of mandatory
     conversion and at least sixty (60) days prior written notice of the date
     fixed for any optional conversion and also of the place designated for
     conversion of all of such shares of Class E Preferred Stock. Such notice
     will be sent by mail, first class, postage prepaid, to each record holder
     of shares of Class E Preferred Stock at such holder's address appearing on
     the stock register. Each holder of shares of Class E Preferred Stock shall
     surrender his or its certificates or certificates for all such shares to
     the Company at the place designated in such notice, and shall thereafter
     receive certificates for the number of shares of Common Stock to which such
     holder is entitled pursuant to this Section 8. On the date of occurrence of
     mandatory conversion or the date fixed for any optional conversion, all
     rights with respect to the Class E Preferred Stock so converted will
     terminate, except only the rights of the holders thereof, upon surrender of
     their certificate or certificates therefore, to receive certificates for
     the number of shares of Common Stock into which such Class E Preferred
     Stock has been converted and payment of any accrued and unpaid dividends
     thereon. If so required by the Company, certificates surrendered for
     conversion shall be endorsed or accompanied by written instrument or
     instruments of transfer, in form satisfactory to the Company, duly executed
     by the registered holder or by his attorneys duly authorized in writing.
     All certificates evidencing shares of Class E Preferred Stock which are
     required to be surrendered for conversion in accordance with the provisions
     hereof shall, from and after the date such certificates are so required to
     be surrendered, be deemed to have been retired and canceled and the shares
     of Class E Preferred Stock represented thereby converted into Common Stock
     for all purposes, notwithstanding the failure of the holder or holders
     thereof to surrender such certificates. As soon as practicable after the
     surrender of the certificate or certificates for Class E Preferred Stock as
     set forth herein, the Company shall cause to be issued and delivered to
     such holder, or on his or its written order, a certificate or certificates
     for the number of full shares of Common Stock issuable on such conversion
     in accordance with the provisions hereof and as provided in Section 6(b) in

                                       15
<PAGE>

     respect of any fraction of a share of Common Stock otherwise issuable upon
     such conversion.

     9. CHANGE OF CONTROL OFFER.

          (a) Promptly after the occurrence of a Change of Control (the date of
     such occurrence being the "Change of Control Date"), the Company shall
     commence (or cause to be commenced) an offer to purchase all outstanding
     shares of Class E Preferred Stock pursuant to the terms described in
     Section 9(d) (the "Change of Control Offer") at a purchase price equal to
     the Change of Control Amount on the Change of Control Payment Date, and
     shall purchase (or cause the purchase of) any shares of Class E Preferred
     Stock tendered in the Change of Control Offer pursuant to the terms hereof.

          (b) At the Company's option, the Change of Control Amount shall be
     payable in cash or in shares of Common Stock (or the securities of the
     entity into which the Common Stock became converted in connection with the
     Change of Control), which shares shall be valued for purposes of this
     Section 9(b) at 97% of the Current Market Price Per Common Share on the
     Change of Control Payment Date.

          (c) If the Company elects to pay the Change of Control Amount in cash,
     prior to the mailing of the notice referred to in Section 9(d), but in any
     event within 30 days following the date on which a Change of Control has
     occurred, the Company shall (A) promptly determine if the purchase of the
     Class E Preferred Stock for cash would violate or constitute a default
     under the indebtedness of the Company or the terms of any other series of
     the Company's outstanding preferred stock and (B) either shall repay to the
     extent necessary all such indebtedness or preferred stock of the Company
     that would prohibit the repurchase of the Class E Preferred Stock pursuant
     to a Change of Control Offer or obtain any requisite consents or approvals
     under instruments governing any indebtedness or preferred stock of the
     Company to permit the repurchase of the Class E Preferred Stock for cash.
     The Company shall first comply with this Section 9(c) before it shall
     repurchase for cash any Class E Preferred Stock pursuant to this Section 9.

          (d) Within 30 days following the date on which a Change in Control has
     occurred, the Company shall send, by first-class mail, postage prepaid, a
     notice to each holder of Class E Preferred Stock. If applicable, such
     notice shall contain all instructions and materials necessary to enable
     such holders to tender Class E Preferred Stock pursuant to the Change of
     Control Offer. Such notice shall state:

               (i) that a Change of Control has occurred, that a Change of
          Control Offer is being made pursuant to this

                                       16
<PAGE>

          Section 9 and that all Class E Preferred Stock validly tendered and
          not withdrawn will be accepted for payment;

               (ii) the purchase price (including the amount of accrued
          dividends, if any) and the purchase date (which must be no earlier
          than 30 days nor later than 60 days from the date such notice is
          mailed, other than as may be required by law) (the "Change of Control
          Payment Date");

               (iii) that any shares of Class E Preferred Stock not tendered
          will continue to accrue dividends;

               (iv) that, unless the Company defaults in making payment
          therefor, any share of Class E Preferred Stock accepted for payment
          pursuant to the Change of Control Offer shall cease to accrue
          dividends after the Change of Control Payment Date;

               (v) that holders electing to have any share of Class E Preferred
          Stock purchased pursuant to a Change of Control Offer will be required
          to surrender stock certificates representing such shares of Class E
          Preferred Stock, properly endorsed for transfer, together with such
          other customary documents as the Company and the Transfer Agent may
          reasonably request to the Transfer Agent and registrar for the Class E
          Preferred Stock at the address specified in the notice prior to the
          close of business on the business day prior to the Change of Control
          Payment Date;

               (vi) that holders will be entitled to withdraw their election if
          the Company receives, not later than five business days prior to the
          Change of Control Payment Date, a telegram, facsimile transmission or
          letter setting forth the name of the holder, the number of shares of
          Class E Preferred Stock the holder delivered for purchase and a
          statement that such holder is withdrawing its election to have such
          shares of Class E Preferred Stock purchased;

               (vii) that holders who tender only a portion of the shares of
          Class E Preferred Stock represented by a certificate delivered will,
          upon purchase of the shares tendered, be issued a new certificate
          representing the unpurchased shares of Class E Preferred Stock; and

               (viii) the circumstances and relevant facts regarding such Change
          of Control (including information with respect to pro forma historical
          income, cash flow and capitalization after giving effect to such
          Change of Control).

          (e) The Company will comply with any tender offer rules under the
     Exchange Act which then may be applicable in connection with any offer made
     by the Company to repurchase the

                                       17
<PAGE>

     shares of Class E Preferred Stock as a result of a Change of Control. To
     the extent that the provisions of any securities laws or regulations
     conflict with provisions of this Certificate of Designation, the Company
     shall comply with the applicable securities laws and regulations and shall
     not be deemed to have breached its obligation under this Certificate of
     Designation by virtue thereof.

          (f) On the Change of Control Payment Date, the Company shall (i)
     accept for payment the shares of Class E Preferred Stock validly tendered
     pursuant to the Change of Control Offer, (ii) pay to the holders of shares
     so accepted the purchase price therefor in cash or Common Stock (or the
     securities of the entity into which the Common Stock became converted in
     connection with the Change of Control) as provided above and (iii) cancel
     each surrendered certificate and retire the shares represented thereby.
     Unless the Company defaults in the payment for the shares of Class E
     Preferred Stock tendered pursuant to the Change of Control Offer, dividends
     will cease to accrue with respect to the shares of Class E Preferred Stock
     tendered and all rights of holders of such tendered shares will terminate,
     except for the right to receive payment therefor on the Change of Control
     Payment Date.

          (g) To accept the Change of Control Offer, the holder of a share of
     Class E Preferred Stock shall deliver, prior to the close of business on
     the business day prior to the Change of Control Payment Date, written
     notice to the Company (or an agent designated by the Company for such
     purpose) of such holder's acceptance, together with certificates evidencing
     the shares of Class E Preferred Stock with respect to which the Change of
     Control Offer is being accepted, duly endorsed for transfer.

          (h) For the avoidance of doubt, nothing in this Section 9 shall
     restrict the right of the holders of Class E Preferred Stock, in connection
     with a Change of Control, to convert and to receive the kind and amount of
     consideration payable to holders of Common Stock in respect of the Common
     Stock into which the Class E Preferred Stock may be converted.

     10. CERTAIN MERGERS. In connection with any consolidation with or merger
with or into, any person in a transaction where the Common Stock is converted
into or exchanged for securities of such person or an affiliate of such person,
the Company covenants that the person issuing such securities will be organized
and existing under the laws of a jurisdiction which allows for the issuance of
preference stock and that the Class E Preferred Stock shall be converted into or
exchanged for and shall become shares of such person having in respect of such
person substantially the same powers, preference and relative participating,
optional or other special rights and the qualifications, limitations or
restrictions thereon that the Class E Preferred Stock had immediately prior to
such transaction.

                                       18
<PAGE>

     11. REDEMPTION.

          (a) Mandatory Redemption. On December 31, 2008, the Company will be
     required to redeem all of the outstanding shares of Class E Preferred Stock
     at a redemption price per share equal to the Liquidation Amount on such
     date.

          (b) Optional Redemption. At any time after the third anniversary of
     the Initial Issuance Date, the Company may, at its option, redeem all (but
     not less than all) of the shares of Class E Preferred Stock at a cash
     redemption price equal to 155% of the Liquidation Amount on the date
     specified for redemption plus accrued dividends thereon from such date to
     the date of payment of the redemption price.

          (c) Notice. Notice of such redemption shall be given by the Company 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 Company; provided that neither the failure to give
     such notice nor any defect therein shall affect the validity of the giving
     of notice for the redemption of any share of Class E Preferred Stock to be
     redeemed except as to the holder to whom the Company 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; (ii) the redemption
     price; (iii) the place or places where certificates for such shares are to
     be surrendered for payment of the redemption price; and (iv) that dividends
     on the shares to be redeemed will cease to accrue on such redemption date.

          (d) Dividends; Payment. Notice having been mailed as aforesaid, from
     and after the redemption date (unless default shall be made by the Company
     in providing money for the payment of the redemption price of the shares
     called for redemption), dividends on the shares of Class E Preferred Stock
     so called for redemption shall cease to accrue, and all rights of the
     holders thereof as shareholders of the Company (except the right to receive
     from the Company 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 Company shall so require and the notice shall so state), such share
     shall be redeemed by the Company at the redemption price aforesaid.

     12. CONVERTED AND REACQUIRED SHARES. Any shares of Class E Preferred Stock
converted into Common Stock, redeemed, purchased or otherwise acquired by the
Company in any manner whatsoever shall be retired and canceled promptly after
the acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of undesignated stock of the Company and may be
reissued subject to the conditions and

                                       19
<PAGE>

restrictions on issuance in the Articles of Incorporation, in any other
Certificate of Designation creating a series of preferred stock or any similar
stock or as otherwise required by law.

     13. PRE-EMPTIVE RIGHTS. Until the closing of a Qualified Initial Public
Offering, the holders of the Class E Preferred Stock shall have pre-emptive
rights to the extent set forth in Section 302A.413 of the Minnesota Business
Corporation Act as in effect on the Filing Date, except that the provisions of
subdivision 4, clause (e) thereof shall not apply.

     14. AMENDMENT. If any proposed amendment to the Articles of Incorporation,
including this Certificate of Designation, would alter or change the
preferences, special rights or powers given to the holders of the Class E
Preferred Stock so as to affect such holders adversely, or would authorize the
issuance of a class or classes of stock having preferences or rights with
respect to dividends or dissolution or the distribution of assets that would be
superior to the preferences or rights of the Class E Preferred Stock, then the
holders of the Class E Preferred Stock shall be entitled to vote as a class upon
such amendment, and the affirmative vote of two-thirds of the outstanding shares
of Class E Preferred Stock shall be necessary for the adoption thereof, in
addition to such other vote as may be required by law.

     15. MISCELLANEOUS. If, in connection with a Change of Control Offer
pursuant to Section 9 or a redemption pursuant to Section 11, the Company
determines to pay the Change of Control Amount or the redemption price in shares
of Common Stock, the Company will (a) file a registration statement to register
such shares of Common Stock under the Securities Act, (b) cause such
registration statement to be effective at or prior to the time that the Company
will deliver such shares to the holders of Class E Preferred Stock, (c) have
such shares listed on the principal trading market for the Common Stock and (d)
take such other actions as may reasonably be required to register the issuance
(or, as appropriate, the re-sale) of the shares of Common Stock to be delivered
to the holders of the Class E Preferred Stock to enable such shares of Common
Stock to be sold without restriction.

     16. DEFINITIONS. The following terms, as used herein, shall have the
following meanings:

          "Accreted Value" equals, with respect to one share of Class E
     Preferred Stock, $1,000, plus the amount of any dividends added to Accreted
     Value in accordance with Section 3(b) (which aggregate amount shall be
     subject to adjustment whenever there shall occur a stock split,
     combination, re-classification or other similar event involving the Class E
     Preferred Stock).

                                       20
<PAGE>

          "Change of Control" means: (i) the sale, lease, transfer, conveyance
     other disposition (other than by way of merger or consolidation), in one or
     a series of related transactions, of all or substantially all of the assets
     of the Company and its subsidiaries taken as a whole to any "person" (as
     such term is used in Section 13(d)(3) of the Exchange Act, other than a
     holder of Class E Preferred Stock on the Initial Issuance Date, (ii) the
     consummation of any transaction (including any merger or consolidation) the
     result of which is that (A) any "person" (as defined above) other than a
     holder of Class E Preferred Stock on the Initial Issuance Date becomes the
     beneficial owner (as determined in accordance with Rules 13d-3 and 13d-5
     under the Exchange Act except that a person will be deemed to have
     beneficial ownership of all shares that such person has the right to
     acquire, whether such right is exercisable immediately or only after the
     passage of time), directly or indirectly, of more than 50% of the Voting
     Securities of the Company, other than in connection with an underwritten
     public offering of securities of the Company or (B) the holders of Voting
     Securities become entitled to receive less than 50% of the voting power of
     holders of the equity securities of the surviving entity, or (iii) the
     first day on which a majority of the members of the Board of Directors of
     the Company are not Continuing Directors.

          "Change of Control Amount" means, with respect to one share of Class E
     Preferred Stock, the greater of (i) 125% of the Liquidation Amount per
     share on the Change of Control Payment Date or (ii) the per share amount a
     holder of Class E Preferred Stock would have received had he exercised his
     right to convert a share of Class E Preferred Stock into shares of Common
     Stock immediately prior to the issuance of a Change of Control.

          "Continuing Directors" means individuals who constituted the Board of
     Directors of the Company on the Filing Date (the "Incumbent Directors");
     provided that any individual becoming a director during any year shall be
     considered to be an Incumbent Director if such individual's election,
     appointment or nomination was recommended or approved by at least
     two-thirds of the other Incumbent Directors continuing in office following
     such election, appointment or nomination present, in person or by
     telephone, at any meeting of the Board of Directors of the Company, after
     the giving of a sufficient notice to each Incumbent Director so as to
     provide a reasonable opportunity for such Incumbent Directors to be present
     at such meeting.

          "Current Market Price Per Common Share" means, as of any date, the
     average (weighted by daily trading volume) of the Daily Prices per share of
     Common Stock for the 20 consecutive Market Days immediately prior to such
     date.

          "Daily Price" means, as of any date, (i) if the shares of such class
     of Common Stock then are listed and traded on the New York Stock Exchange,
     Inc. ("NYSE"), the closing price on such

                                       21
<PAGE>

     date as reported on the NYSE Composite Transactions Tape; (ii) if the
     shares of such class of Common Stock then are not listed and traded on the
     NYSE, the closing price on such date as reported by the principal national
     securities exchange on which the shares are listed and traded; (iii) if the
     shares of such class of Common Stock then are not listed and traded on any
     such securities exchange, the last reported sale price on such date on
     Nasdaq National Market; or (iv) if the shares of such class of Common Stock
     then are not traded on the Nasdaq National Market, the average of the
     highest reported bid and lowest reported asked price on such date as
     reported by Nasdaq.

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

          "Market Day" means a day on which the principal national securities
     market or exchange on which the Common Stock is listed or admitted for
     trading is open for the transaction of business.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Voting Securities" means securities of the Company ordinarily having
     the power to vote for the election of directors of the Company, including
     but not limited to the Common Stock and all classes and series of
     Undesignated Stock the holders of which have the right to vote with holders
     of the Common Stock as a class.

     RESOLVED FURTHER, that the officers of this Company be, and each of them
acting alone is, hereby authorized and instructed to take all steps necessary to
execute, deliver and file, for and on behalf of this Company and in its name,
any and all documents required in connection with the establishment and
authorization of the Company's Class E Preferred Stock, including but not
limited to filing the Statement of Rights and Preferences with the Minnesota
Secretary of State in accordance with Minnesota Statutes, Section 302A.401.

     F. The undersigned further declares under penalty of perjury that the
matters set out in the foregoing Certificate are true and correct of his own
knowledge.

                                       22
<PAGE>

     IN WITNESS WHEREOF, the undersigned has executed this certificate as of the
8th day of March, 2000.



                                         /s/ Edward J. Driscoll, Jr.
                                       -----------------------------------------
                                       Edward J. Driscoll, Jr.
                                       Secretary

                                       23