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                                                                     Exhibit 4.1


                           CERTIFICATE OF DESIGNATIONS

                                       OF

                      SERIES H CONVERTIBLE PREFERRED STOCK

                                       OF

                            VIE FINANCIAL GROUP, INC.

               VIE FINANCIAL GROUP, INC., a Delaware corporation (the
"Corporation"), does hereby certify:

     "That the following resolution was duly adopted by a special committee (the
"Special Committee") of the Board of Directors of the Corporation (the "Board of
Directors") pursuant to authority conferred upon the Board of Directors by the
provisions of the Certificate of Incorporation of the Corporation authorizing
the Corporation to issue up to 3,000,000 shares of preferred stock, par value
$0.01 per share, and pursuant to the authority conferred upon the Special
Committee by the Board of Directors:

          "Be it resolved, that the issuance of a series of Preferred Stock of
Vie Financial Group, Inc. (the "Corporation") is hereby authorized, and the
designation, voting powers, preferences and relative, participating, optional
and other special rights, and qualifications, limitations and restrictions
thereof, of the shares of such series, in addition to those set forth in the
certificate of incorporation of the Corporation, are hereby fixed as follows:"

          Section 1. Designation. The distinctive serial designation of such
series is "Series H Convertible Preferred Stock" ("Series H Stock"). Each share
of Series H Stock shall be identical in all respects to every other share of
Series H Stock, except that dividends on each share of Series H Stock shall
accrue from the date of its issuance.

          Section 2. Number of Shares. The number of shares of Series H Stock
shall be 100,000. Such number may not be increased or decreased by the Board of
Directors or any Committee thereof. Shares of Series H Stock that are purchased
or otherwise acquired by the Corporation shall be canceled and shall revert to
authorized but unissued shares of Preferred Stock undesignated as to series and
shall not assume the status of treasury shares.

          Section 3. Definitions. As used herein with respect to Series H Stock:

          "Accrued Dividends," with respect to any share of any class or series,
     means an amount computed at the annual dividend rate for the class or
     series, from the date on which such shares were issued and including the
     date to which such dividends are to be accrued (whether or not such
     dividends have been declared), less the aggregate amount of all dividends
     previously paid on such share; provided, however, that in the case of the
     Series H Stock, the amount of Accrued Dividends is subject to reduction as
     provided by Section 4(c).

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          "Affiliate" of any entity means any other individual or entity
     directly or indirectly controlling or controlled by or under direct or
     indirect common control with such entity. For the purposes of this
     definition, "control" when used with respect to any entity means the power
     to direct the management and policies of such entity, directly or
     indirectly, whether through the ownership of Voting Stock, by contract or
     otherwise; and the terms "controlling" and "controlled" have meanings
     correlative to the foregoing.

          "Board of Directors" means the board of directors of the Corporation
     as constituted from time to time.

          "Business Day" means each Monday, Tuesday, Wednesday, Thursday or
     Friday on which banking institutions in New York City are not authorized or
     obligated by law, regulation or executive order to close.

          A "Change of Control" shall be deemed to have occurred in the event
     that, after September 30, 2003, either (A) any Person or any Persons acting
     together which would constitute a "group" (a "Group") for purposes of
     Section 13(d) of the Securities Exchange Act of 1934, or any successor
     provision thereto, together with any Affiliates or Related Persons thereof,
     shall beneficially own (as defined in Rule 13d-3 of the Exchange Act or any
     successor provision thereto) at least 50% of the aggregate Voting Stock; or
     (B) any Person or Group, together with any Affiliates or Related Persons
     thereof, shall succeed in having sufficient of its or their nominees
     elected to the Board of Directors of the Corporation such that such
     nominees, when added to any existing director remaining on the Board of
     Directors of the Corporation after such election who is an Affiliate or
     Related Person of such Group, shall constitute a majority of the Board of
     Directors; provided, however, that a Change of Control shall not be deemed
     to have occurred in the event of the occurrence of (A) above as a result of
     a reverse stock split of the Common Stock undertaken as part of a "going
     private" transaction.

          "Junior Stock" means the Common Stock, the Series A Convertible PIK
     Preferred Stock, the Series B Convertible Preferred Stock (the "Series B
     Stock"), the Series C Convertible Preferred Stock, the Series D Convertible
     Preferred Stock, the Series E Convertible Preferred Stock, the Series F
     Convertible Preferred Stock and the Series G Convertible Preferred Stock
     (the "Series G Stock") and any other class or series of stock of the
     Corporation hereafter authorized over which Series H Stock has preference
     or priority in the payment of dividends or in the distribution of assets on
     any liquidation, dissolution or winding up of the Corporation.

          "Parity Stock" means any other class or series of stock of the
     Corporation that ranks on a parity with Series H Stock in the payment of
     dividends or in the distribution of assets on any liquidation, dissolution
     or winding up of the Corporation.

          "Person" means any individual, corporation (including not-for-profit),
     general or limited partnership, limited liability company, joint venture,
     estate, trust, association, organization, governmental entity or other
     entity of any kind or nature.

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          "Related Person" of any entity means, without limitation, any other
     Person owning (a) 5% or more of the outstanding common stock of such entity
     or (b) 5% or more of the Voting Stock of such entity.

          "Series H Per Share Purchase Price" means $100.

          "Subsidiary" of any Person means (i) a corporation more than 50% of
     the outstanding Voting Stock of which is owned, directly or indirectly, by
     such Person or by one or more other Subsidiaries of such Person or by such
     Person and one or more Subsidiaries thereof or (ii) any other Person (other
     than a corporation) in which such Person, or one or more other Subsidiaries
     of such Person or such Person and one or more other Subsidiaries thereof,
     directly or indirectly, has at least a majority ownership and power to
     direct the policies, management and affairs thereof.

          "Voting Stock" of any entity means capital stock of such entity which
     ordinarily has voting power for the election of directors (or persons
     performing similar functions) of such entity, whether at all times or only
     so long as no senior class of securities has such voting power by reason of
     any contingency.

          Section 4. Dividends.

          (a) Rate. Holders of Series H Stock shall be entitled to receive
cumulative cash dividends at an annual rate equal to 8% of the Series H Per
Share Purchase Price, compounded annually, calculated based on a 360-day year of
twelve 30-day months, payable when, as and if declared by the Board of Directors
to holders of record on the respective date, not more than 60 nor less than 10
days preceding such dividend payment date, fixed for that purpose by the Board
of Directors in advance of payment of each particular dividend. Dividends on
shares of Series H Stock shall be cumulative from the date of issuance thereof.
No interest, or sum of money in lieu of interest, shall be payable in respect of
any dividend payments on shares of Series H Stock which may be in arrears.

          (b) Priority of Dividends. So long as any share of Series H Stock
remains outstanding, no dividend whatsoever shall be paid or declared and no
distribution shall be made on any Junior Stock or Parity Stock, other than a
non-cash dividend or a dividend payable solely in Junior Stock, and no shares of
Junior Stock or Parity Stock shall be purchased, redeemed or otherwise acquired
for consideration by the Corporation, directly or indirectly (other than as a
result of a reclassification of Junior Stock for or into Junior Stock, or the
exchange or conversion of one share of Junior Stock for or into another share of
Junior Stock), unless all Accrued Dividends on all outstanding shares of Series
H Stock have been paid in full or has been set aside for payment. Non-cash
dividends (including, without limitation, dividends payable in stock) as may be
determined by the Board of Directors may be declared and paid on any Junior
Stock or Parity Stock from time to time out of any funds legally available
therefore, and the shares of Series H Stock shall be entitled to receive any
non-cash dividends as though such shares of Series H Stock had been converted to
Common Stock immediately prior to the record date for such dividend. Subject to
the foregoing and to Section 6(b) hereof, and not otherwise, such cash

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dividends as may be determined by the Board of Directors may be declared and
paid on any Junior Stock or Parity Stock from time to time out of any funds
legally available therefor, and the shares of Series H Stock shall not be
entitled to participate in any such dividend.

          (c) Adjustment to Dividends in the Event of a Reverse Stock Split.
Notwithstanding Sections 4(a) and (b) above, in the event that the Corporation
makes the appropriate and valid filings to effect a reverse stock split of the
Common Stock within 30 calendar days of September 30, 2003 (the "Closing Date"),
the holders of the Series H Stock shall not be entitled to dividends in respect
of the Series H Stock for the period from the Closing Date until but not
including the date 180 days following the Closing Date, after which period the
holders of the Series H Stock shall be entitled to dividends in respect of the
Series H Stock as provided for by Sections 4(a) and (b).

          Section 5. Liquidation Rights.

          (a) Liquidation. In the event of any voluntary liquidation,
dissolution or winding up of the affairs of the Corporation or any Deemed
Liquidation Event (as defined below), holders of Series H Stock shall be
entitled, before any distribution or payment out of the assets of the
Corporation may be made to or set aside for the holders of any Junior Stock (in
the case of a liquidation, dissolution or winding up of the Corporation) or
concurrently with consummation of the transaction constituting a Deemed
Liquidation Event, to receive in full an amount per share of outstanding Series
H Stock equal to the sum of: (i) five times the Series H Per Share Purchase
Price, and (ii) an amount equal to all Accrued Dividends to the date of payment
whether or not earned or declared. The foregoing sum shall be referred to as the
"Series H liquidation preference". Notwithstanding the foregoing, upon the
occurrence of a Deemed Liquidation Event (defined below), other than a Deemed
Liquidation Event specified in clause (i) of the definition thereof, on or after
the date 1 year after the Closing Date, the holders of Series H Stock may elect
to receive the consideration received by the Corporation's stockholders pursuant
to such Deemed Liquidation Event in lieu of the Series H liquidation preference.

          The term "Deemed Liquidation Event" shall mean any of the following:
(i) the Corporation's sale, conveyance or other disposition of all or
substantially all of its assets, (ii) the acquisition of the Corporation by
another entity by means of merger or consolidation resulting in the exchange of
the outstanding shares of the Corporation for securities or consideration
issued, or caused to be issued, by the acquiring entity or its subsidiary,
unless the stockholders of the Corporation immediately prior to the consummation
of such transaction hold at least 50% of the voting power of the surviving
Corporation in such a transaction, (iii) the consummation by the Corporation of
a transaction or series of related transactions, including the issuance or sale
of voting securities, if the stockholders of the Corporation immediately prior
to such transaction (or, in the case of a series of transactions, the first of
such transactions) hold less than 50% of the voting power of the Corporation
immediately after the consummation or such transaction (or, in the case of a
series of transactions, the last of such transactions); or (iv) a merger or
consolidation of any of the Corporation's subsidiaries unless, immediately after
the effectiveness thereof, the Corporation or one of its wholly-owned
subsidiaries owns all of the outstanding capital stock of the surviving
Corporation.

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          (b) Partial Payment. In the event of a liquidation, dissolution or
winding up of the Corporation, if the assets of the Corporation are not
sufficient to pay the Series H liquidation preference in full to all holders of
Series H Stock, the entire amount of the assets and funds of the Corporation
legally available for distribution shall be distributed ratably among the
holders of Series H Stock and any Parity Stock in proportion to the preferential
amount each such holder is otherwise entitled to receive. In the event of a
Deemed Liquidation Event, such Deemed Liquidation Event shall not be consummated
unless appropriate provision is made to ensure the payment in full of the Series
H liquidation preference concurrently with such consummation.

          (c) Residual Distributions. If the Series H liquidation preference has
been paid in full to all holders of Series H Stock, the holders of Junior Stock
shall be entitled to receive all remaining assets of the Corporation according
to their respective rights and preferences.

          (d) Participating Preferred. If the Corporation does not have
available a sufficient number of authorized and unissued shares of Common Stock
to permit the conversion of all of the outstanding shares of Series H Stock
pursuant to Section 7 in full on or prior to the date (the "Authorization
Deadline") five business days following the Corporation's annual meeting of
stockholders next following the Closing Date (but in no event later than
September 15, 2004), the outstanding Series H Preferred will automatically and
irrevocably become participating preferred such that upon a Deemed Liquidation
Event the holders of the Series H Stock will receive, in addition to the Series
H liquidation preference, the consideration received by the Corporation's
stockholders pursuant to such Deemed Liquidation Event as though the outstanding
shares of Series H Stock had been converted to Common Stock immediately prior to
such distribution. However, in the event that the Corporation makes the
appropriate and valid filings to effect a reverse stock split of the Common
Stock within 30 calendar days of the Closing Date, the preceding sentence shall
be of no effect.

          Section 6. Voting Rights.

          (a) General. So long as any shares of Series H Stock are outstanding,
the holders of Series H Stock shall be entitled to a number of votes per share
equal to the number of shares of Common Stock into which a share of Series H
Stock is convertible and, except as hereinafter provided, shall vote together
with the holders of Common Stock (and of any other class or series that may
similarly be entitled to vote with the holders of Common Stock) as a single
class on all matters on which holders of Common Stock are entitled to vote.

          (b) Other Voting Rights. So long as any shares of Series H Stock are
outstanding, in addition to any other vote or consent of stockholders required
by law or by the certificate of incorporation, the vote or consent of the
holders of at least a majority of the votes entitled to be cast by the holders
of Series H Stock at the time outstanding, voting separately as a single class,
given in person or by proxy, either in writing without a meeting or by vote at
any meeting called for the purpose, shall be necessary for effecting or
validating:

          (i) Any amendment or change of the rights, preferences or powers of
     the Series H Stock;

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          (ii) Any action that authorizes any class of stock having preferences
     equal to or superior to the Series H Stock;

          (iii) Any action that reclassifies any outstanding shares into shares
     having rights as to dividends or assets senior to or on parity with the
     Series H Stock;

          (iv) Any amendment, alteration or repeal of any provision of the
     certificate of incorporation or by-laws of the Corporation that modifies
     the rights of the Series H Stock in a manner adverse to the interests of
     the holders of the Series H Stock;

          (v) Any material change by the Corporation in its line of business
     from that conducted by it on the date of original issuance of the Series H
     Stock;

          (vi) Any transaction between the Corporation and any founder, officer
     or director of the Corporation other than the payment of salary and
     benefits or the granting of options consistent with the Corporation's
     practice prior to the date of original issuance of the Series H Stock or
     other ordinary course business on arms-length terms;

          (vii) Any incurrence by the Corporation of any debt for borrowed money
     or any issuance by the Corporation of bonds, notes, debentures or similar
     instruments or the incurrence as guarantor or surety by the Corporation of
     any liability, contingent or otherwise, on account of any obligation of any
     other person or entity, in an aggregate principal amount greater than
     $100,000;

          (viii) Any declaration of a dividend of cash or property on, or the
     repurchase of any shares of, any class or series of the Corporation's
     capital stock (other than any such dividend or distribution payable solely
     in shares of the Corporation's capital stock);

          (ix) Any liquidation or dissolution of the Corporation or any
     subsidiary of the Corporation, any Deemed Liquidation Event or any
     transaction that involves or that could reasonably be expected to result in
     a Change of Control of the Corporation;

          (x) Any issuance by the Corporation of any shares of Series H Stock,
     except for those issuances contemplated by the Series H Preferred Stock
     Purchase Agreement, dated September 30, 2003, between the Corporation and
     the purchasers named therein; or

          (xi) Any prepayment of any existing debt for borrowed money.

          Section 7. Conversion. The shares of Series H Stock shall be subject
to conversion rights as follows:

          (a) Right to Convert.

               (i) Mandatory Conversion Upon Election of the Corporation. Each
share of Series H Stock shall be convertible, at the option of the Corporation,
which option if exercised must be exercised with respect to all shares of Series
H Stock, at any time after the

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date of issuance of such share, into such number of fully paid and nonassessable
shares of Common Stock as is determined by dividing (1) the Series H Per Share
Purchase Price plus Accrued Dividends (whether or not declared) to the date the
certificate is surrendered for conversion, by (2) the Series H Conversion Price
applicable to such share, determined as hereinafter provided, in effect on the
date the certificate is surrendered for conversion. The price at which shares of
Common Stock shall be deliverable upon conversion of shares of the Series H
Stock (the "Series H Conversion Price") shall initially be $.005329 per share of
Common Stock. Such initial Series H Conversion Price shall be adjusted as
hereinafter provided.

               (ii) Optional Conversion Upon Election of Holders of Series H
Stock After 1 Year. In the event that the Corporation does not elect to convert
the shares of Series H Stock into shares of Common Stock before the date 1 year
after the Closing Date, upon such date each share of Series H Stock shall be
convertible, at the option of the holder thereof, at any time on or after such
date, into such number of fully paid and nonassessable shares of Common Stock as
is determined by dividing (1) the Series H Per Share Purchase Price plus Accrued
Dividends (whether or not declared, but subject to Section 4(c)) to the date the
certificate is surrendered for conversion, by (2) the Series H Conversion Price
applicable to such share, determined as hereinafter provided, in effect on the
date the certificate is surrendered for conversion. The terms upon which such
shares of Series H Stock shall be convertible under this Section 7(a)(ii) shall
be the same as the terms under which such shares are convertible at the option
of the Corporation under Section 7(a)(i).

          (b) Conversion Mechanics.

               (i) Mandatory Conversion Upon Election of the Corporation. If the
Corporation elects to convert the shares of Series H Stock to shares of Common
Stock, then the Corporation shall send written notice of such election and the
outstanding shares of Series H Stock shall be converted automatically without
any further action by the holders of such shares and whether or not the
certificates representing such shares are surrendered to the Corporation or its
transfer agent. Such conversion shall be deemed to have been made immediately
prior to the close of business on the date upon which the Corporation sends
notice of its election, and the person or persons entitled to receive the shares
of Common Stock issuable upon such conversion shall be treated for all purposes
as the record holder or holders of such shares of Common Stock on such date.
Upon such conversion, the holders of the Series H Stock shall have only the
rights of holders of Common Stock.

               (ii) Optional Conversion Upon Election of Holders of Series H
Stock After 1 Year. Before any holder of Series H Stock shall be entitled to
convert the same into shares of Common Stock, such holder shall surrender the
certificate or certificates therefore, duly endorsed, at the office of the
Corporation or of any transfer agent for such stock, and shall give written
notice to the Corporation at such office that he elects to convert the same and
shall state therein the name or names in which he wishes the certificate or
certificates for shares of Common Stock to be issued. The Corporation shall not
be obligated to issue certificates evidencing the shares of Common Stock
issuable upon such conversion unless the certificates evidencing such shares of
Series H Stock are either delivered to the Corporation or its transfer agent or
the holder notifies the Corporation of its transfer agent that such certificates
have been

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lost, stolen or destroyed and executes an agreement satisfactory to the
Corporation to indemnify the Corporation from any loss incurred by it in
connection with such certificates. The Corporation shall, as soon as practicable
thereafter, issue and deliver at such office to such holder of Series H Stock, a
certificate or certificates for the number of shares of Common Stock to which he
shall be entitled as aforesaid and shall promptly pay in cash or, to the extent
sufficient funds are not then legally available therefore, in Common Stock (at
the Common Stock's fair market value determined by the Board, as of the date of
such conversion) any declared and unpaid dividends on the shares of Series H
Stock being converted. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of surrender of the
shares of Series H Stock to be converted, and the person or persons entitled to
receive the shares of Common Stock issuable upon such conversion shall be
treated for all purposes as the record holder or holders of such shares of
Common Stock on such date. Upon such conversion, the holders of the Series H
Stock shall have only the rights of holders of Common Stock.

          (c) Adjustments to Series H Conversion Price for Certain Dilutive
Issuances.

               (i) Special Definitions. For purposes of this Section 7(c), the
following definitions apply:

                    (1) "Options" shall mean rights, options, or warrants to
subscribe for, purchase or otherwise acquire either Common Stock or Convertible
Securities (defined below).

                    (2) "Convertible Securities" shall mean any evidences of
indebtedness, shares (other than Common Stock and Series B Stock, Series G Stock
and Series H Stock) or other securities convertible into or exchangeable for
Common Stock.

                    (3) "Additional Shares of Common Stock" shall mean all
shares of Common Stock issued (or, pursuant to Section 7(c)(iii), deemed to be
issued) by the Corporation after the Closing Date, other than shares of Common
Stock issued or issuable:

                         (A) upon conversion of any shares of convertible
preferred stock or convertible notes outstanding on September 30, 2003;

                         (B) to officers, directors or employees of, or
consultants to, the Corporation pursuant to stock option or stock purchase plans
or agreements on terms approved by the Board of Directors;

                         (C) as a dividend or distribution on the Series B
Stock, Series G Stock and Series H Stock;

                         (D) for which adjustment of the Series H Conversion
Price has already been made pursuant to Section 7(c)(v);

                         (E) to the public by the Corporation pursuant to a
registration statement filed under the Securities Act of 1933, as amended; or

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                         (F) pursuant to the acquisition of another corporation
or entity by the Corporation by consolidation, merger, purchase of all or
substantially all of the assets or other reorganization in which the Corporation
acquires, in a single transaction or series of related transactions, all or
substantially all of the assets of such other corporation or entity, 50% or more
of the voting power of such other corporation or entity, or 50% or more of the
equity ownership of such other entity.

               (ii) No adjustment of Conversion Price. Notwithstanding any
provision to the contrary, no adjustment in the Series H Conversion Price shall
be made in respect of the issuance of Additional Shares of Common Stock unless
the consideration per share (determined pursuant to Section 7(c)(v) hereof) for
an Additional Share of Common Stock issued or deemed to be issued by the
Corporation is less than the Series H Conversion Price in effect on the date of,
and immediately prior, to such issue.

               (iii) Deemed Issue of Additional Shares of Common Stock. In the
event the Corporation at any time or from time to time after the Closing Date
shall issue any Options or Convertible Securities or shall fix a record date for
the determination of holders of any class of securities then entitled to receive
any such Options or Convertible Securities, then the maximum number of shares
(as set forth in the instrument relating thereto without regard to any
provisions contained therein designed to protect against dilution) of Common
Stock issuable upon the exercise of such Options or, in the case of Convertible
Securities and Options therefor, the conversion or exchange of such Convertible
Securities, shall be deemed to be Additional Shares of Common Stock issued as of
the time of such issue or, in case such record date shall have been fixed, as of
the close of business on such record date, provided further that in any such
case in which Additional Shares of Common Stock are deemed to be issued:

                    (1) no further adjustments in the Series H Conversion Price
shall be made upon the subsequent issue of Convertible Securities or shares of
Common Stock upon the exercise of such Options or conversion or exchange of such
Convertible Securities;

                    (2) if such Options or Convertible Securities by their terms
provide, with the passage of time or otherwise, for any increase in the
consideration payable to the Corporation, or decrease in the number of shares of
Common Stock issuable, upon the exercise, conversion or exchange thereof, the
Series H Conversion Price computed upon the original issue thereof (or upon the
occurrence of a record date with respect thereto), and any subsequent
adjustments based thereon, shall, upon any such increase or decrease becoming
effective, be recomputed to reflect such increase or decrease insofar as it
affects such Options or the rights of conversion or exchange under such
Convertible Securities (provided, however, that no such adjustment of the Series
H Conversion Price shall affect Common Stock previously issued upon conversion
of the Series H Stock);

                    (3) upon the expiration of any such options or rights, the
termination of any such rights to convert or exchange or the expiration of any
options or rights related to such convertible or exchangeable securities, the
Series H Conversion Price, to the extent in any way affected by or computed
using such options, rights or securities or options or rights related

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to such securities, shall be recomputed to reflect the issuance of only the
number of shares of Common Stock (and convertible or exchangeable securities
which remain in effect) actually issued upon the exercise of such options or
rights, upon the conversion or exchange of such securities or upon the exercise
of the options or rights related to such securities; or

                    (4) no readjustment pursuant to clause (2) or (3) above
shall have the effect of increasing the Series H Conversion Price to an amount
which exceeds the lower of (a) the Series H Conversion Price on the original
adjustment date, or (b) the Series H Conversion Price that would have resulted
from any issuance of Additional Shares of Common Stock between the original
adjustment date and such readjustment date.

               (iv) Adjustment of Conversion Price Upon Issuance of Additional
Shares of Common Stock. In the event this Corporation, at any time after the
Closing Date, shall issue Additional Shares of Common Stock (including
Additional Shares of Common Stock deemed to be issued pursuant to Section
7(c)(iii)) without consideration or for a consideration per share less than the
Series H Conversion Price in effect on the date of and immediately prior to such
issue, then and in such event the Series H Conversion Price shall be reduced,
concurrently with such issue, to a price equal to the consideration per share
received by the Corporation for the Additional Shares of Common Stock so issued
or deemed to be issued.

               (v) Determination of Consideration. For purposes of this Section
7(c), the consideration received by the Corporation for the issue of any
Additional Shares of Common Stock shall be computed as follows:

                    (1) Cash and Property: Such consideration shall:

                         (A) insofar as it consists of cash, be computed at the
aggregate amount of cash received by the Corporation excluding amounts paid or
payable for accrued interest or Accrued Dividends;

                         (B) insofar as it consists of property other than cash,
be computed at the fair value thereof at the time of such issue, as determined
in good faith by the Board; and

                         (C) in the event Additional Shares of Common Stock are
issued together with other shares or securities or other assets of the
Corporation for consideration which covers both, be the proportion of such
consideration so received, computed as provided in clauses (A) and (B) above, as
determined in good faith by the Board.

                    (2) Options and Convertible Securities. The consideration
per share received by the Corporation for Additional Shares of Common Stock
deemed to have been issued pursuant to Section 7(c)(iii), relating to Options
and Convertible Securities shall be determined by dividing

                         (A) the total amount, if any, received or receivable by
the Corporation as consideration for the issue of such Options or Convertible
Securities, plus the

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minimum aggregate amount of additional consideration (as set forth in the
instruments relating thereto, without regard to any provision contained therein
designed to protect against dilution) payable to the Corporation upon the
exercise of such Options or the conversion or exchange of such Convertible
Securities, or in the case of Options for Convertible Securities, the exercise
of such Options for Convertible Securities and the conversion or exchange of
such Convertible Securities by

                         (B) the maximum number of shares of Common Stock (as
set forth in the instruments relating thereto, without regard to any provision
contained therein designed to protect against the dilution) issuable upon the
exercise of such Options or conversion or exchange of such Convertible
Securities.

          (d) Adjustments to Conversion Prices for Stock Dividends and for
Combinations or Subdivisions of Common Stock. If this Corporation, at any time
or from time to time after the Closing Date shall declare or pay, without
consideration, any dividend on the Common Stock payable in Common Stock or in
any right to acquire Common Stock for no consideration, or shall effect a
subdivision of the outstanding shares of Common Stock into a greater number of
shares of Common Stock (by stock split, reclassification or otherwise than by
payment of a dividend in Common Stock or in any right to acquire Common Stock),
or if the outstanding shares of Common Stock shall be combined or consolidated,
by reclassification or otherwise, into a lesser number of shares of Common
Stock, then the Series H Conversion Price in effect immediately prior to such
event shall, concurrently with the effectiveness of such event, be
proportionately decreased or increased, as appropriate. In the event that this
Corporation shall declare or pay, without consideration, any dividend on the
Common Stock payable in any right to acquire Common Stock for no consideration
then the Corporation shall be deemed to have made a dividend payable in Common
Stock in an amount of shares equal to the maximum number of shares issuable upon
exercise of such rights to acquire Common Stock.

          (e) Adjustments for Reclassification and Reorganization. If the Common
Stock issuable upon conversion of the Series H Stock shall be changed into the
same or a different number of shares of any other class or classes of stock,
whether by capital reorganization, reclassification or otherwise (other than a
subdivision or combination of shares provided for in Section 7(d) above or a
merger or other reorganization constituting a Deemed Liquidation Event), the
Series H Conversion Price then in effect shall, concurrently with the
effectiveness of such reorganization or reclassification, be proportionately
adjusted so that the Series H Stock shall be convertible into, in lieu of the
number of shares of Common Stock that the holders would otherwise have been
entitled to receive, a number of shares of such other class or classes of stock
equivalent to the number of shares of Common Stock that would have been subject
to receipt by the holders upon conversion of the Series H Stock immediately
before that change.

          (f) No Impairment. Subject to the right of the Corporation to amend
this Certificate or to take any other corporate action upon obtaining the
necessary approvals required by this Certificate and applicable law, the
Corporation will not, except in accordance with the Delaware General Corporation
Law and Section 6(c) hereof, by amendment of this Certificate or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of

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<PAGE>

securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Corporation, but will at all times in good faith assist in the carrying out of
all the provisions of this Section 7 and in the taking of all such action as may
be necessary or appropriate in order to protect the Conversion Rights of the
holders of the Series H Stock against impairment.

          (g) Certificates as to Adjustments. Upon the occurrence of each
adjustment or readjustment of the Series H Conversion Price pursuant to this
Section 7, the Corporation at its expense shall promptly compute such adjustment
or readjustment in accordance with the terms hereof and prepare and furnish to
each holder of Series H Stock a certificate executed by the Corporation's Chief
Executive Officer, President or a Vice President setting forth such adjustment
or readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. The Corporation shall, upon the written request at any
time of any holder of Series H Stock, furnish or cause to be furnished to such
holder a like certificate setting forth (i) such adjustments and readjustments,
(ii) the Series H Conversion Price at the time in effect, and (iii) the number
of shares of Common Stock and the amount, if any, of other property that at the
time would be received upon the conversion of the Series H Stock.

          (h) Notices of Record Date. If the Corporation shall propose at any
time: (i) to declare any dividend or distribution upon its Common Stock, whether
in cash, property, stock or other securities, whether or not a regular cash
dividend and whether or not out of earnings or earned surplus; (ii) to offer for
subscription pro rata to the holders of any class or series of its stock any
additional shares of stock of any class or series or other rights; (iii) to
effect any reclassification or recapitalization of its Common Stock outstanding
involving a change in the Common Stock; or (iv) to merge or consolidate with or
into any other corporation, or sell, lease or convey all or substantially all of
its assets, or to liquidate, dissolve or wind up; then, in connection with each
such event, the Corporation shall send to the holders of Series H Stock: (1) at
least 20 days prior written notice of the date on which a record shall be taken
for such dividend, distribution or subscription rights (and specifying the date
on which the holders of Common Stock shall be entitled thereto) or for
determining rights to vote, if any, in respect of the matters referred to in
(iii) and (iv) above; and (2) in the case of the matters referred to in (iii)
and (iv) above, at least 20 days prior written notice of the date when the same
shall take place (and specifying the date on which the holders of Common Stock
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon the occurrence of such event).

          (i) Reservation of Stock Issuable Upon Conversion. The Corporation
shall take such corporate action as may, in the opinion of its counsel, be
necessary to increase its authorized but unissued shares of Common Stock to such
number of shares of Common Stock as shall be sufficient to effect the conversion
of all outstanding shares of the Series H Stock, including, without limitation,
engaging in best efforts to obtain the requisite stockholder approval of any
necessary amendment to this Certificate. Thereafter, the Corporation shall at
all times reserve and keep available out of its authorized but unissued shares
of Common Stock, solely for the purpose of effecting the conversion of the
shares of the Series H Stock, such number of its shares of Common Stock as shall
from time to time be sufficient to effect the conversion of all outstanding
shares of the Series H Stock; and if at any time the number of authorized but

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<PAGE>

unissued shares of Common Stock shall not be sufficient to effect the conversion
of all then outstanding shares of the Series H Stock, the Corporation will take
such corporate action as may, in the opinion of its counsel, be necessary to
increase its authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purpose, including, without limitation,
engaging in best efforts to obtain the requisite stockholder approval of any
necessary amendment to this Certificate.

          (j) Fractional Shares. No fractional share shall be issued upon the
conversion of any share or shares of Series H Stock. All shares of Common Stock
(including fractions thereof) issuable upon conversion of more than one share of
Series H Stock by a holder thereof shall be aggregated for purposes of
determining whether the conversion would result in the issuance of any
fractional share. If, after the aforementioned aggregation, the conversion would
result in the issuance of a fraction of a share of Common Stock, the Corporation
shall, in lieu of issuing any fractional share, pay the holder otherwise
entitled to such fraction a sum in cash equal to the fair market value of such
fraction on the date of conversion (as determined in good faith by the Board of
Directors).

          (k) Notices. Any notice required by the provisions of this Section 7
to be given to the holders of shares of Series H Stock shall be deemed given if
deposited in the United States mail, postage prepaid, and addressed to each
holder of record at his address appearing on the books of the Corporation.

          Section 8. Other Rights. The shares of Series H Stock shall not have
any voting powers, preferences or relative, participating, optional or other
special rights, or qualifications, limitations or restrictions thereof, other
than as set forth herein or in the certificate of incorporation of the
Corporation.

          Section 9. Restatement of Certificate. Upon any restatement of the
certificate of incorporation of the Corporation, Sections 1 through 8 of this
certificate of designations shall be included in Article FOURTH of the
certificate of incorporation under the heading "Series H Convertible Preferred
Stock" and this Section 9 may be omitted. If the Board of Directors so
determines, the numbering of Sections 1 through 8 may be changed for convenience
of reference or for any other proper purpose."

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<PAGE>

          In witness whereof, Vie Financial Group, Inc. has caused this
certificate to be signed by                     , its                         ,
                            --------------------      ------------------------
this       day of September, 2003.
     -----

                                        Vie Financial Group, Inc.


                                        By
                                           -------------------------------------

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