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                                                                     Exhibit 4.4

                           CERTIFICATE OF DESIGNATIONS
                                       OF
                                 PREFERRED STOCK
                                       OF
                               NX NETWORKS, INC.

                                TO BE DESIGNATED
                   SERIES C 8% CONVERTIBLE PREFERRED STOCK

                                  ____________

                        PURSUANT TO SECTION 151(G) OF THE
               GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

                                  ____________


      The  undersigned DO HEREBY CERTIFY that the following  resolution was duly
adopted by the Board of Directors of Nx Networks,  Inc., a Delaware  corporation
(the "Corporation"),  at a meeting duly convened and held, at which a quorum was
present and acting throughout:

          "RESOLVED,  that pursuant to the  authority  conferred on the Board of
     Directors  of  the   Corporation   (the  "Board  of   Directors")   by  the
     Corporation's  Certificate  of  Incorporation,  the issuance of a series of
     preferred stock,  $.05 par value per share, of the Corporation  which shall
     consist of 15,400  shares of  preferred  stock be, and the same  hereby is,
     authorized;  and the Chief  Executive  Officer and  Secretary  or Assistant
     Secretary  of the  Corporation  be, and they  hereby  are,  authorized  and
     directed  to execute and file with the  Secretary  of State of the State of
     Delaware  the  Certificate  of  Designations  of  Preferred  Stock  of  the
     Corporation fixing the designations,  powers, preferences and rights of the
     shares of such series, and the qualifications,  limitations or restrictions
     thereof (in addition to the designations,  powers,  preferences and rights,
     and the qualifications,  limitations or restrictions  thereof, set forth in
     the   Certificate  of   Incorporation   which  may  be  applicable  to  the
     Corporation's preferred stock), as follows:

          1.  NUMBER  OF  SHARES;  DESIGNATION.  A total  of  15,400  shares  of
     preferred  stock,  par value $.05 per share,  of the Corporation are hereby
     designated as Series C 8% Convertible  Preferred Stock (the "Series").  The
     number of  authorized  shares of the  Series may be reduced by the Board of
     Directors by the filing of a certificate  pursuant to the provisions of the
     General  Corporation  Law of the State of Delaware (the "GCL") stating that
     the reduction has been so authorized.

          2.  RANK.  The Series  shall,  with  respect to payment of  dividends,
     redemption payments and rights upon liquidation,  dissolution or winding up
     of the affairs of the Corporation, rank:

      (i)senior and prior to the Common Stock,  par value $.05 per share, of the
         Corporation  (the  "Common  Stock"),   and  any  additional  series  of

                                      -1-
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         preferred  stock  which may in the future be issued by the  Corporation
         and are designated in the amendment to the Certificate of Incorporation
         or  the  certificate  of  designations   establishing  such  additional
         preferred  stock as  ranking  junior to the shares of the  Series.  Any
         shares of the  Corporation's  capital  stock  which  are  junior to the
         shares of the Series  with  respect to the  payment  of  dividends  are
         hereinafter  referred  to as "Junior  Dividend  Shares"  and any shares
         which  are  junior  to  the  shares  of  the  Series  with  respect  to
         redemption, payment and rights upon liquidation, dissolution or winding
         up of the affairs of the  Corporation  are  hereinafter  referred to as
         "Junior Liquidation Shares."

      (ii) PARRI PASSU with any additional  series of preferred  stock which may
         in the future be issued by the  Corporation  and are  designated in the
         amendment to the  Certificate of  Incorporation  or the  certificate of
         designations  establishing  such additional  preferred stock as ranking
         equal to the shares of the Series or which do not state they are Junior
         Dividend  Shares or Senior  Dividend  Shares (as  defined  below).  Any
         shares of the Corporation's capital stock which are equal to the shares
         of the Series with respect to the payment of dividends are  hereinafter
         referred to as "Parity  Dividend Shares" and any shares which are equal
         to the shares of the Series  with  respect to  redemption,  payment and
         rights upon  liquidation,  dissolution  or winding up of the affairs of
         the  Corporation  are  hereinafter  referred to as "Parity  Liquidation
         Shares." The shares of the Series shall rank PARI PASSU with the Series
         B Preferred Stock of the Corporation.

      (iii) Junior to any additional  series of preferred stock which may in the
         future be issued by the Corporation and are designated in the amendment
         to the Certificate of  Incorporation or the certificate of designations
         establishing  such additional  preferred stock as ranking senior to the
         shares of the Series.  Any shares of the  Corporation's  capital  stock
         which  are  senior to the  shares of the  Series  with  respect  to the
         payment of dividends are  hereinafter  referred to as "Senior  Dividend
         Shares"  and any  shares  which are  senior to the shares of the Series
         with  respect  to  redemption,  payment  and rights  upon  liquidation,
         dissolution  or  winding  up of  the  affairs  of the  Corporation  are
         hereinafter referred to as "Senior Liquidation Shares."

     The  Corporation may not issue  additional  shares of preferred stock which
     are not (a) Junior Stock (as defined in  paragraph  3(a) below) or (b) both
     Parity Dividend Shares and Parity Liquidation Shares without the consent of
     the holders of a majority of the outstanding shares of the Series.

          3.  DIVIDENDS.  (a) The dividend rate on shares of the Series shall be
     $13.00 per share per annum,  subject to adjustment as provided in paragraph
     3(d).  Dividends  on  shares  of the  Series  shall  be  fully  cumulative,
     accruing,  without  interest,  from the date of  original  issuance  of the
     Series through the date of redemption or conversion  thereof,  and shall be
     payable in arrears,  when, as and if declared by the Board of Directors out
     of funds  legally  available  for the payment of  dividends,  on May 31 and
     November 30 of each year, commencing May 31, 2001, except that if such date
     is not a  business  day then the  dividend  shall be  payable  on the first
     immediately succeeding business day (as used herein, the

                                      -2-
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     term "business day" shall mean any day except a Saturday,  Sunday or day on
     which  banking  institutions  are legally  authorized  to close in Herndon,
     Virginia)  (each such period being  hereinafter  referred to as a "Dividend
     Period").  Dividends  shall be  payable  in cash or  Common  Stock,  at the
     discretion of the Corporation.  The means of payment (cash or Common Stock)
     of each dividend  shall be designated by the Board of Directors at the time
     it fixes the record  date for  determining  holders of shares of the Series
     entitled to receive such dividend  payment.  Each dividend shall be paid to
     the  holders of record of shares of the Series as they  appear on the stock
     register of the  Corporation  on the record date, not less than 10 nor more
     than 60 days  preceding the payment date thereof,  as shall be fixed by the
     Board of  Directors.  If any  dividend is  designated  as being  payable in
     Common  Stock,  the amount of Common Stock issued in  satisfaction  of such
     dividend shall be determined by dividing the amount of the dividend payable
     with  respect to each share of the Series by the Current  Market  Price (as
     defined in Section 10) for the Common  Stock as of the close of business on
     the  business  day the  Board  of  Directors  fixes  the  record  date  for
     determining  the  holders  entitled  to receive  such  dividend.  Dividends
     payable  for each  Dividend  Period  shall be  computed  on the  basis of a
     360-day year of twelve  30-day  months and rounded to the nearest  cent. No
     fractional  share of Common  Stock  shall be  issued  with  respect  to any
     dividend paid in Common Stock.  The aggregate  number of shares issuable to
     each  holder of shares of the  Series  will be  calculated,  and in lieu of
     issuing a fractional share the Corporation shall pay the cash value of such
     fractional  share as  determined  by reference to the Current  Market Price
     used for purposes of calculating the number of shares of Common Stock to be
     issued in such  dividend.  Dividends on account of arrearages  for any past
     Dividend Period may be declared and paid at any time,  without reference to
     any regular  dividend  payment date, to holders of record on such date, not
     exceeding 45 days  preceding the payment date  thereof,  as may be fixed by
     the  Board  of  Directors  of  the  Corporation.   Dividends  shall  accrue
     regardless of whether the Corporation has earnings, whether there are funds
     legally  available  therefor  and whether  declared.  No interest  shall be
     payable  with  respect  to any  dividend  payment  that may be in  arrears.
     Holders of Shares of the Series called for redemption  between the close of
     business on a dividend payment record date and the close of business on the
     corresponding  dividend  payment  date  shall,  in lieu of  receiving  such
     dividend on the dividend payment date fixed therefor, receive such dividend
     payment on the date fixed for  redemption  together  with all other accrued
     and unpaid  dividends  to the date  fixed for  redemption.  The  holders of
     shares of the Series shall be not be entitled to any  dividends  other than
     the cash dividends provided for in this paragraph 3.

          (b) No dividends, except as described in the next succeeding sentence,
     shall be declared  or paid or set apart for payment on any Parity  Dividend
     Shares  for any  period  unless  full  cumulative  dividends  have  been or
     contemporaneously  are  declared  and paid or  declared  and set  aside for
     payment for all accrued  dividends  with respect to the Series  through the
     most recent Dividend  Period ending on or prior to the date of payment,  or
     setting  apart for  payment,  of such  dividends  on such  Parity  Dividend
     Shares.  Unless  dividends  accrued and payable but unpaid on shares of the
     Series and any Parity  Dividend  Shares at the time  outstanding  have been
     paid in full, all dividends  declared by the Corporation upon shares of the
     Series or Parity Dividend Shares shall be declared PRO RATA with respect to
     all such shares, so that the amounts of any dividends declared on shares of
     the Series and the

                                      -3-
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   Parity  Dividend  Shares shall in all cases bear to each other the same ratio
   that,  at the time of the  declaration,  all accrued but unpaid  dividends on
   shares of the Series and the other Parity Dividend Shares, respectively, bear
   to each other.

      (c) If at any time the  Corporation has failed to (x) pay or set apart for
   payment all accrued  dividends  on any shares of the Series  through the then
   most recent  Dividend  Period and (y) set apart for payment an amount in cash
   equal to the  scheduled  dividend  payments for each of the next two Dividend
   Periods,  the Corporation  shall not, and shall not permit any corporation or
   other entity directly or indirectly controlled by the Corporation to:

         (i)declare  or pay or set  aside  for  payment  any  dividend  or other
            distribution  on or with  respect  to the  Junior  Dividend  Shares,
            whether in cash,  securities,  obligations or otherwise  (other than
            dividends or  distributions  paid in shares of capital  stock of the
            Corporation  ranking  junior to shares of the Series  both as to the
            payment of dividends and as to rights in liquidation, dissolution or
            winding up of the affairs of the Corporation  ("Junior  Stock"),  or
            options,  warrants or rights to subscribe for or purchase  shares of
            Junior Stock); or

         (ii) redeem,  purchase or  otherwise  acquire,  or pay into,  set apart
            money or make  available for a sinking or other  analogous  fund for
            the redemption,  purchase or other acquisition of, any shares of the
            Series  (unless  all of the shares of the  Series  are  concurrently
            redeemed),  Parity Dividend  Shares,  Parity  Liquidation  Shares or
            Shares of Junior Stock for any  consideration  (except by conversion
            into or exchange for Junior Stock),

   unless,  in each such  case,  all  dividends  accrued on shares of the Series
   through the most recent  Dividend  Period and on any Parity  Dividend  Shares
   have been or contemporaneously are declared and paid in full.

      (c) Any reference to  "distribution"  contained in this  paragraph 3 shall
   not be  deemed  to  include  any  distribution  made in  connection  with any
   liquidation,  dissolution or winding up of the Corporation, whether voluntary
   or involuntary.

         (d) If the Corporation has not filed an amendment to its Certificate of
      Incorporation on or before March 31, 2001, which amendment provides for an
      increase  in the  number of  authorized  shares of  Common  Stock  from 55
      million  shares to at least 65  million  shares,  then the  dividend  rate
      provided in paragraph  3(a) will be adjusted.  The  adjustment  will be to
      increase  the  dividend  rate by 1% per annum (or,  if less,  the  maximum
      permitted  by law) on April 1, 2001 and on the first day of each  calendar
      month thereafter until the amendment is filed.  Upon filing,  the dividend
      rate will  return to $13.00 per share of the  Series  per annum,  but such
      change will not affect  dividends  accrued during the period between April
      1, 2001 and the date the amendment was filed.

         4.  LIQUIDATION.  (a) The liquidation  value per share of shares of the
      Series, in case of the voluntary or involuntary  liquidation,  dissolution
      or  winding-up  of the  affairs of the  Corporation,  shall be $162.50 per
      share, plus

                                      -4-
<PAGE>

      an amount equal to the cash value of dividends accrued and unpaid thereon,
      whether or not declared,  to the payment date (such aggregate amount being
      hereinafter referred to as the "Liquidation Amount").

         (b)  In  the  event  of  any  voluntary  or  involuntary   liquidation,
      dissolution or winding-up of the Corporation, the holders of shares of the
      Series (i) shall not be entitled to receive the  liquidation  value of the
      shares held by them until the liquidation value of all Senior  Liquidation
      Shares  shall have been paid in full and (ii) shall be entitled to receive
      the liquidation  value of such shares held by them in preference to and in
      priority over any distributions upon the Junior Liquidation  Shares.  Upon
      payment in full of the liquidation value to which the holders of shares of
      the Series are  entitled,  the holders of shares of the Series will not be
      entitled to any further participation in any distribution of assets by the
      Corporation. If the assets of the Corporation are not sufficient to pay in
      full the liquidation  value payable to the holders of shares of the Series
      and the liquidation value payable to the holders of any Parity Liquidation
      Shares,  the  holders  of all such  shares  shall  share  ratably  in such
      distribution  of assets  in  accordance  with the  amounts  that  would be
      payable on the  distribution if the amounts to which the holders of shares
      of the Series and the holders of Parity  Liquidation  Shares are  entitled
      were paid in full.

         (c) Neither a consolidation  or merger of the Corporation  with or into
      any  other  entity,  nor a merger  of any  other  entity  with or into the
      Corporation,   nor  a  sale  or  transfer  of  all  or  any  part  of  the
      Corporation's  assets for cash or  securities or other  property  shall be
      considered a  liquidation,  dissolution  or winding-up of the  Corporation
      within the meaning of this paragraph 4.

         (d) Written notice of any liquidation, dissolution or winding up of the
      Corporation,  stating  the  payment  date or dates  when and the  place or
      places  where the amounts  distributable  in such  circumstances  shall be
      payable,  shall be given by first class mail,  postage  prepaid,  not less
      than 30 days prior to any payment date stated  therein,  to the holders of
      record of shares of the Series at their  respective  addresses as the same
      shall  appear on the  books of the  transfer  agent  with  respect  to the
      Series.

         5. OPTIONAL REDEMPTION.  (a) Shares of the Series will be redeemable at
      the  option of the  Corporation,  in whole or in part,  from and after the
      time that (x) the Shares are  convertible  into Common  Stock  pursuant to
      paragraph  7(a), and (y) the Current Market Price for the Common Stock for
      a period of 10 consecutive  trading days equals or exceeds $5.00 per share
      and (z) the Common Stock  underlying  the Shares can be sold by the holder
      thereof  without  restriction  on  resale.  The  redemption  price will be
      payable in cash and equal to $500.00  per share,  together  with an amount
      equal  to  the  dividends  accrued  and  unpaid  thereon,  whether  or not
      declared,  to the redemption date. The aggregate payment to each holder of
      shares of the Series to be redeemed  will be rounded to the nearest  cent.
      Notwithstanding  the foregoing,  if the date fixed for  redemption  occurs
      after a record date for a dividend and prior to the corresponding  payment
      date,  such  dividend  shall be paid,  on the payment  date and the amount
      payable  with  respect  to each  share of the  Series  redeemed  shall not
      include the amount of the dividend to be so paid.

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         (b) Not less than 30 nor more than 60 days  prior to the date fixed for
      any  redemption  of shares of the Series  pursuant to this  paragraph 5, a
      notice of redemption shall be mailed by first class mail, postage prepaid,
      to each  holder of shares of the Series to be  redeemed  at such  holder's
      last  address  as it appears  on the books of the  transfer  agent for the
      Series.  Such notice shall state:  (i) that the Corporation has elected to
      redeem all or a portion of the shares of the Series,  as specified in such
      notice,  (ii) the redemption price,  (iii) the redemption date, (iv) that,
      unless the  Corporation  defaults in the payment of the redemption  price,
      all  shares of the  Series  called for  redemption  shall  cease to accrue
      dividends  after the  redemption  date and shall  cease to be  outstanding
      after such date and (v) any other  information  required by applicable law
      to be included therein and any other procedures that a holder of shares of
      the Series  must  follow to receive  payment  for their  redeemed  shares.
      Neither  failure to mail such  notice,  nor any  defect  therein or in the
      mailing thereof,  to any particular holder shall affect the sufficiency of
      the notice or the validity of the  proceedings for redemption with respect
      to any other holder. Any notice mailed in the manner herein provided shall
      be conclusively presumed to have been duly given whether or not the holder
      receives  the  notice.  On or after the  redemption  date,  each holder of
      shares of the Series to be  redeemed  shall  present  and  surrender  such
      holder's certificate or certificates for such shares to the Corporation at
      the place designated in the redemption notice and thereupon the redemption
      price of the shares  shall be paid to or on the order of the person  whose
      name appears on such certificate or certificates as the owner thereof, and
      each surrendered  certificate shall be canceled. In case less than all the
      shares represented by any such certificate are redeemed, a new certificate
      shall be issued to the holder  representing  the unredeemed  shares of the
      Series.

         (c) If a notice of redemption has been given pursuant to this paragraph
      5 and if, on or before the date fixed for redemption,  the funds necessary
      for such redemption shall have been set aside by the Corporation, separate
      and apart from its other  funds,  in trust for the PRO RATA benefit of the
      holders  of the  shares  of the  Series so called  for  redemption,  then,
      notwithstanding  that  any  certificates  for  such  shares  have not been
      surrendered for cancellation, on the redemption date dividends shall cease
      to accrue on the shares of the Series to be redeemed,  and at the close of
      business on the redemption  date the holders of such shares shall cease to
      be stockholders with respect to those shares, shall have no interest in or
      claims against the  Corporation by virtue thereof and shall have no voting
      or other  rights  with  respect  thereto,  except the right to receive the
      moneys  payable  upon such  redemption,  without  interest  thereon,  upon
      surrender  (and  endorsement,  if  required by the  Corporation)  of their
      certificates,  and  the  shares  evidenced  thereby  shall  no  longer  be
      outstanding.  Subject to applicable  escheat laws, any moneys so set aside
      by the  Corporation  and  unclaimed  at the  end of  two  years  from  the
      redemption date shall revert to the Corporation, after which reversion the
      holders  of such  shares so called for  redemption  shall look only to the
      Corporation for the payment of the redemption  price. Any interest accrued
      on funds so deposited shall be paid to the Corporation from time to time.

         (d) If a notice of redemption has been given pursuant to this paragraph
      5, and any  holder of shares of the  Series  shall,  prior to the close of
      business  on the date fixed for  redemption,  give  written  notice to the
      Corporation  pursuant to paragraph 7 below of the conversion of any or all
      of the shares

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      to be redeemed held by the holder,  then such redemption  shall not become
      effective  as to such shares to be  converted  and such  conversion  shall
      become  effective  as provided in paragraph 7 below,  whereupon  any funds
      deposited by the  Corporation,  or on its behalf,  with a payment agent or
      segregated and held in trust by the Corporation for the redemption of such
      shares shall (subject to any right of the holder of such shares to receive
      the dividend payable thereon as provided in paragraph 7 below) immediately
      upon such  conversion be returned to the  Corporation  or, if then held in
      trust by the Corporation, shall be discharged from the trust.

         (e) In every  case of  redemption  of less than all of the  outstanding
      shares  of the  Series  pursuant  to this  paragraph  5, the  shares to be
      redeemed  shall be selected  PRO RATA or by lot or in such other manner as
      the Board of Directors may  determine,  as may be prescribed by resolution
      of the Board of Directors  of the  Corporation,  provided  that only whole
      shares shall be selected for  redemption.  Notwithstanding  the foregoing,
      the  Corporation  shall not  redeem any of the shares of the Series at any
      time  outstanding  until all  dividends  accrued  and in arrears  upon all
      shares of the Series  then  outstanding  shall have been paid for all past
      dividend periods.

         6.  MANDATORY  REDEMPTION.  The shares of the Series are not subject to
      mandatory redemption or sinking fund requirements.

         7. CONVERSION. (a) Holders of shares of the Series will have the right,
      exercisable  at any time  after (x) an  amendment  to the  Certificate  of
      Incorporation  of the  Corporation is filed with the Secretary of State of
      the State of Delaware which  increases the number of authorized  shares of
      Common Stock from 55 million  shares to at least 65 million shares and (y)
      prior to  redemption  of such shares (as  described  in  paragraph  5), to
      convert shares of the Series into shares of Common Stock (calculated as to
      each conversion to the nearest 1/100th of a share) at the conversion price
      of $1.625,  subject to  adjustment  as  described  below (the  "Conversion
      Price"). The number of shares of Common Stock into which each share of the
      Series  shall be  convertible  shall be  determined  by dividing  $162.50,
      subject to proportional  adjustment to reflect any split or  consolidation
      of the  Common  Stock  or any  dividend  payable  on the  Common  Stock in
      additional  shares of  Common  Stock  (the  "Conversion  Amount"),  by the
      Conversion  Price  then in  effect.  In the case of shares  of the  Series
      called  for  redemption,  conversion  rights  will  expire at the close of
      business on the business day next  preceding  the  redemption  date.  Upon
      conversion of shares of the Series, the Corporation will pay to the holder
      of the  converted  shares an amount  equal to the  dividends  accrued  but
      unpaid  thereon  through the date the notice of conversion is delivered to
      the  Corporation.  Such payment shall be made in cash, or at the option of
      the Corporation, in Common Stock valued at the Current Market Price of the
      Common  Stock on the date the notice of  conversion  is  delivered  to the
      Corporation. Notwithstanding the foregoing, holders of record of shares of
      the Series on a record  date fixed for the  payment of a dividend  on such
      shares  shall be  entitled  to receive the  dividend  notwithstanding  the
      conversion  of the shares prior to the dividend  payment  date. A share of
      the Series may not be converted in part.

         (b) In order to exercise the conversion right, the holder of each share
      of the Series to be converted shall surrender the certificate representing
      such share,  duly endorsed or assigned to the  Corporation or in blank, at
      the office of the Corporation in Herndon,  Virginia (or such other address
      as the

                                      -7-
<PAGE>

   Corporation  may designate) and shall give written notice to the  Corporation
   in the form set forth on the reverse of the stock certificates for the shares
   of the Series that such holder  elects to convert the shares  represented  by
   such certificate or a portion thereof.  Such notice shall also state the name
   or names (with  address) in which the  certificate  or  certificates  for the
   shares of Common Stock which shall be issuable upon such conversion  shall be
   issued,  and shall be accompanied by funds in an amount sufficient to pay any
   transfer or similar tax required by the  provisions of paragraph  7(e) below.
   Each share  surrendered for conversion  shall,  unless the shares issuable on
   conversion  are to be issued in the same name as the name in which such share
   of the  Series is  registered,  be duly  endorsed  by, or be  accompanied  by
   instruments of transfer (in each case, in form reasonably satisfactory to the
   Corporation),  duly executed by the holder or such  holder's duly  authorized
   attorney-in-fact.

      (c) As promptly as  practicable  after the surrender of  certificates  for
   shares of the Series for conversion and the receipt of such notice and funds,
   if any, as aforesaid,  the Corporation  shall issue and shall deliver to such
   holder,  or on such holder's written order, a certificate or certificates for
   the number of shares of Common Stock  issuable  upon the  conversion  of such
   shares of the Series in accordance  with the  provisions of this paragraph 7,
   and a check or cash in respect  of any  fractional  interest  in respect of a
   share of Common Stock arising upon such conversion,  as provided in paragraph
   7(d) below. Each conversion with respect to any shares of the Series shall be
   deemed to have been  effected  immediately  prior to the close of business on
   the date on which the  certificates  for shares of the Series shall have been
   surrendered  (accompanied  by the funds,  if any,  required by paragraph 7(e)
   below) and such notice and  assignment,  if any,  shall have been received by
   the Corporation as aforesaid,  and the person or persons  entitled to receive
   the  Common  Stock  issuable  upon such  conversion  shall be deemed  for all
   purposes to be the record  holder or holders of such  Common  Stock upon that
   date.

      (d) No fractional shares of Common Stock or scrip representing  fractional
   shares shall be issued upon conversion of shares of the Series.  If more than
   one share of the Series shall be  surrendered  for  conversion at one time by
   the same  holder,  the number of full shares of Common  Stock  issuable  upon
   conversion  thereof shall be computed on the basis of the aggregate number of
   shares of the  Series so  surrendered.  Instead  of any  fractional  share of
   Common Stock otherwise  issuable upon conversion of any shares of the Series,
   the Corporation shall pay a cash adjustment in respect to such fraction in an
   amount equal to the same  fraction of the Current  Market Price of the Common
   Stock at the close of business on the day of conversion.

      (e) If a holder converts shares of the Series,  the Corporation  shall pay
   any and all  documentary,  stamp or similar  issue or transfer tax payable in
   respect  of the issue or  delivery  of the shares of the Series (or any other
   securities  issued on account thereof  pursuant  hereto) or Common Stock upon
   the conversion;  PROVIDED,  HOWEVER, the Corporation shall not be required to
   pay any such tax that may be payable  because any such shares are issued in a
   name other than the name of the holder.

      (f)  From  and  after  the  date  an  amendment  to  the   Certificate  of
   Incorporation of the Corporation is filed with the Secretary of State of the

                                      -8-
<PAGE>

   State of Delaware which  increases the number of authorized  shares of Common
   Stock from 55 million shares to at least 65 million  shares,  the Corporation
   shall reserve out of its authorized  but unissued  Common Stock or its Common
   Stock  held in  treasury  sufficient  shares  of Common  Stock to permit  the
   conversion of all of the  outstanding  shares of the Series.  The Corporation
   shall from time to time, in accordance with the GCL,  increase the authorized
   amount of its Common Stock if at any time the authorized amount of its Common
   Stock remaining  unissued shall not be sufficient to permit the conversion of
   all  shares of the  Series at the time  outstanding.  If any shares of Common
   Stock  required to be reserved for issuance upon  conversion of shares of the
   Series hereunder  require  registration  with or approval of any governmental
   authority under any federal or state law before the shares may be issued upon
   conversion,  the  Corporation  shall in good  faith and as  expeditiously  as
   possible  endeavor to cause the shares to be so registered  or approved.  All
   shares of Common Stock  delivered upon conversion of the shares of the Series
   will, upon delivery,  be duly  authorized and validly issued,  fully paid and
   nonassessable,  free from all taxes,  liens and charges  with  respect to the
   issue thereof.

      (g) The Conversion  Price shall be subject to adjustment from time to time
   as follows:

         (i)In the event that the  Corporation  shall (A) pay a dividend or make
            a  distribution,  in shares of Common Stock, on any class of Capital
            Stock of the Corporation or any subsidiary  which is not directly or
            indirectly  wholly owned by the Corporation,  (B) split or subdivide
            its outstanding  Common Stock into a greater number of shares or (C)
            combine  its  outstanding  Common  Stock  into a  smaller  number of
            shares,  then in each  such  case the  Conversion  Price  in  effect
            immediately  prior  thereto  shall be adjusted so that the holder of
            each share of the Series thereafter surrendered for conversion shall
            be  entitled  to receive  the number of shares of Common  Stock that
            such holder would have owned or have been  entitled to receive after
            the occurrence of any of the events  described  above had such share
            of the Series been converted  immediately prior to the occurrence of
            such event.  An adjustment  made pursuant to this paragraph  7(g)(i)
            shall become  effective  immediately  after the close of business on
            the record date in the case of a dividend or distribution (except as
            provided  in  paragraph  7(k)  below)  and  shall  become  effective
            immediately after the close of business on the effective date in the
            case of such subdivision,  split or combination, as the case may be.
            Any shares of Common Stock  issuable in payment of a dividend  shall
            be  deemed  to have been  issued  immediately  prior to the close of
            business  on the  record  date for such  dividend  for  purposes  of
            calculating  the number of outstanding  shares of Common Stock under
            clauses (ii) and (iii) below.

         (ii) In the  event  that  the  Corporation  shall  commit  to  issue or
            distribute  Common  Stock  or issue  rights,  warrants,  options  or
            convertible or exchangeable  securities entitling the holder thereof
            to subscribe  for or  purchase,  convert into or exchange for Common
            Stock,  in any such case at a price per share less than the  Current
            Market  Price  per  share  on the  earliest  of  (i)  the  date  the
            Corporation  shall enter into a firm  contract for such  issuance or
            distribution,   (ii)  the  record  date  for  the  determination  of


                                       -9-
<PAGE>

            stockholders entitled to receive any such rights, warrants,  options
            or convertible or exchangeable securities,  if applicable,  or (iii)
            the date of actual issuance or distribution of any such Common Stock
            or  rights,   warrants,   options  or  convertible  or  exchangeable
            securities  (provided  that the  issuance  of Common  Stock upon the
            exercise of rights, warrants, options or convertible or exchangeable
            securities  will not cause an adjustment in the Conversion  Price if
            no such adjustment  would have been required at the time such right,
            warrant, option or convertible or exchangeable security was issued),
            then  the  Conversion  Price  in  effect  immediately  prior to such
            earliest date shall be adjusted so that the  Conversion  Price shall
            equal the price  determined by multiplying  the Conversion  Price in
            effect immediately prior to such earliest date by the fraction:

            (x)whose  numerator  shall be the  number of shares of Common  Stock
               outstanding  on such  date plus the  number  of shares  which the
               aggregate offering price of the total number of shares so offered
               would  purchase at such Current  Market Price (such amount,  with
               respect to any such rights,  warrants,  options or convertible or
               exchangeable  securities,  determined  by  multiplying  the total
               number of shares  subject  thereto by the exercise  price of such
               rights,   warrants,   options  or  convertible  or   exchangeable
               securities  and  dividing  the product so obtained by the Current
               Market Price), and

            (y)whose  denominator  shall be the number of shares of Common Stock
               outstanding on such date plus the number of additional  shares of
               Common  Stock to be  issued or  distributed  or  receivable  upon
               exercise of any such right,  warrant,  option or  convertible  or
               exchangeable security.

            Such adjustment shall be made successively  whenever any such Common
            Stock,  rights,  warrants,  options or convertible  or  exchangeable
            securities are issued or  distributed.  In  determining  whether any
            rights,  warrants or options entitle the holders to subscribe for or
            purchase  shares of Common  Stock at less than such  Current  Market
            Price, and in determining the aggregate  offering price of shares of
            Common  Stock so issued or  distributed,  there  shall be taken into
            account  any  consideration  received  by the  Corporation  for such
            Common  Stock,   rights,   warrants,   options,  or  convertible  or
            exchangeable securities,  the value of such consideration,  if other
            than  cash,  to be  determined  by the  Board  of  Directors,  whose
            determination  shall be  conclusive  and  described in a certificate
            filed with the records of corporate  proceedings of the Corporation.
            If  any  right,  warrant,  option  or  convertible  or  exchangeable
            security to purchase or acquire Common Stock,  the issuance of which
            resulted in an adjustment in the  Conversion  Price pursuant to this
            subsection (b) shall expire and shall not have been  exercised,  the
            Conversion   Price  shall   immediately   upon  such  expiration  be
            recomputed to the  Conversion  Price which would have been in effect
            had the adjustment of the Conversion Price made upon the issuance of
            such right, warrant,  option or convertible or exchangeable security
            been made on the basis of  offering  for  subscription,  purchase or
            issuance,  as the case may be,  only of that  number  of  shares  of


                                      -10-
<PAGE>

            Common Stock actually  purchased or issued upon the actual  exercise
            of such  right,  warrant,  option  or  convertible  or  exchangeable
            securities.

         (iii) No adjustment in the  Conversion  Price shall be required  unless
            the adjustment  would require an increase or decrease of at least 1%
            in the Conversion Price then in effect; PROVIDED,  HOWEVER, that any
            adjustments  that  by  reason  of  this  paragraph  7(g)(i)  are not
            required to be made shall be carried  forward and taken into account
            in any subsequent adjustment.  All calculations under this paragraph
            7(g)(i)  shall be made to the nearest  cent or nearest  1/100th of a
            share.

         (iv)  Notwithstanding  anything  to the  contrary  set  forth  in  this
            paragraph 7(g), no adjustment  shall be made to the Conversion Price
            upon (A) the  issuance  of shares of Common  Stock  pursuant  to any
            compensation or incentive plan for officers, directors, employees or
            consultants of the  Corporation  which plan has been approved by the
            Compensation  Committee of the Board of Directors (or if there is no
            such committee  then serving,  by the majority vote of the Directors
            then serving who are not employees or officers of the Corporation, a
            5% or greater stockholder of the Corporation or an officer, employee
            or Affiliate or Associate  (as defined in paragraph 10 below) of any
            such 5% or greater  stockholder)  (unless the exercise price thereof
            is changed  after the date hereof  other than solely by operation of
            the  anti-dilution   provisions   thereof  or  by  the  Compensation
            Committee of the Board of Directors or, if applicable,  the Board of
            Directors  and,  if  required  by  law,  the   stockholders  of  the
            Corporation  as provided in this clause  (A)),  (B) the  issuance of
            shares  to  the  former  owners  of   AetherWorks   Corporation   in
            furtherance of the acquisition  agreement dated December 31, 1999 by
            and  among  AetherWorks  Corporation,  Nx  Networks,  Inc.  and  Nx1
            Acquisition  Corp.  or (C) the  issuance  of Common  Stock  upon the
            conversion or exercise of the options or warrants of the Corporation
            outstanding  on January 15, 2001,  unless the conversion or exercise
            price  thereof is changed  after January 15, 2001 (other than solely
            by operation of the anti-dilution provisions thereof).

         (v)The  Corporation  from time to time may reduce the Conversion  Price
            by any amount for any period of time in the  discretion of the Board
            of Directors. A voluntary reduction of the Conversion Price does not
            change  or adjust  the  conversion  price  otherwise  in effect  for
            purposes of this paragraph 7(g).

         (vii) In the event that, at any time as a result of an adjustment  made
            pursuant to paragraph 7(g)(i) through 7(g)(iii) above, the holder of
            any share of the Series thereafter  surrendered for conversion shall
            become entitled to receive any shares of the Corporation  other than
            shares of the  Common  Stock,  thereafter  the  number of such other
            shares so  receivable  upon  conversion  of any share of the  Series
            shall be subject to adjustment  from time to time in a manner and on
            terms as nearly  equivalent as practicable  to the  provisions  with
            respect to the Common Stock contained in paragraphs  7(g)(i) through


                                      -11-
<PAGE>

            7(g)(vi) above, and the other provisions of this paragraph 7(g)(vii)
            with  respect to the Common  Stock  shall apply on like terms to any
            such other shares.

      (h) In case of any  reclassification  of the Common Stock (other than in a
   transaction to which paragraph  7(g)(i)  applies),  any  consolidation of the
   Corporation  with, or merger of the Corporation  into, any other entity,  any
   merger of another entity into the Corporation  (other than a merger that does
   not result in any reclassification,  conversion,  exchange or cancellation of
   outstanding shares of Common Stock of the Corporation),  any sale or transfer
   of  all  or  substantially  all  of the  assets  of  the  Corporation  or any
   compulsory share exchange,  pursuant to which share exchange the Common Stock
   is  converted  into other  securities,  cash or other  property,  then lawful
   provision shall be made as part of the terms of such transaction  whereby the
   holder of each  share of the  Series  then  outstanding  shall have the right
   thereafter,  during the period  such share shall be  convertible,  to convert
   such  share  only  into the kind and  amount  of  securities,  cash and other
   property receivable upon the reclassification,  consolidation,  merger, sale,
   transfer  or share  exchange  by a holder  of the  number of shares of Common
   Stock of the  Corporation  into which a share of the  Series  might have been
   converted immediately prior to the reclassification,  consolidation,  merger,
   sale,  transfer or share  exchange  assuming that such holder of Common Stock
   failed to exercise  rights of  election,  if any, as to the kind or amount of
   securities,  cash or other  property  receivable  upon  consummation  of such
   transaction  subject  to  adjustment  as  provided  in  paragraph  7(g) above
   following the date of consummation of such transaction. As a condition to any
   such  transaction,  the Corporation or the person formed by the consolidation
   or resulting  from the merger or which acquires such assets or which acquires
   the  Corporation's  shares,  as the case may be, shall make provisions in its
   certificate or articles of  incorporation  or other  constituent  document to
   establish such right.  The certificate or articles of  incorporation or other
   constituent   document  shall  provide  for  adjustments  which,  for  events
   subsequent  to  the  effective  date  of  the   certificate  or  articles  of
   incorporation or other constituent document, shall be as nearly equivalent as
   may be practicable to the  adjustments  provided for in this paragraph 7. The
   provisions  of this  paragraph  7(h)  shall  similarly  apply  to  successive
   reclassifications,   consolidations,   mergers,  sales,  transfers  or  share
   exchanges.

      (i)   If:

         (i)      the  Corporation   shall  take  any  action  which  would
            require an  adjustment  in the  Conversion  Price  pursuant  to
            Section 7(g); or

         (ii) the Corporation shall authorize the granting to the holders of its
            Common Stock  generally  of rights or warrants to  subscribe  for or
            purchase any shares of any class or any other rights or warrants; or



                                      -12-
<PAGE>



         (iii) there shall be any reclassification or change of the Common Stock
            (other than a subdivision or combination of its  outstanding  Common
            Stock or a change  in par  value)  or any  consolidation,  merger or
            statutory share exchange to which the Corporation is a party and for
            which approval of any  stockholders  of the Corporation is required,
            or the sale or transfer of all or substantially all of the assets of
            the Corporation; or

         (iv) there shall be a voluntary  or  involuntary  dissolution,
            liquidation or winding up of the Corporation;

   then, the Corporation shall cause to be filed with the transfer agent for the
   Series and shall cause to be mailed to the holders of shares of the Series at
   their  addresses as shown on the books of the transfer  agent for the Series,
   as promptly as possible,  but at least 30 days prior to the  applicable  date
   hereinafter  specified, a notice stating (A) the date on which a record is to
   be taken for the purpose of such dividend, distribution or granting of rights
   or  warrants,  or, if a record  is not to be taken,  the date as of which the
   holders  of  Common  Stock  of  record  to  be  entitled  to  such  dividend,
   distribution  or rights or warrants are to be  determined  or (B) the date on
   which such reclassification,  change, consolidation,  merger, statutory share
   exchange, sale, transfer, dissolution,  liquidation or winding up is expected
   to become  effective or occur,  and the date as of which it is expected  that
   holders of Common Stock of record shall be entitled to exchange  their shares
   of Common  Stock  for  securities  or other  property  deliverable  upon such
   reclassification,  change,  consolidation,  merger, statutory share exchange,
   sale, transfer, dissolution,  liquidation or winding up. Failure to give such
   notice or any defect therein shall not affect the legality or validity of the
   proceedings described in this paragraph 7(i).

      (j)  Whenever the  Conversion  Price is adjusted as herein  provided,  the
   Corporation  shall  promptly  file with the  transfer  agent for the Series a
   certificate  of an officer of the  Corporation  setting forth the  Conversion
   Price after the adjustment  and setting forth a brief  statement of the facts
   requiring such adjustment and a computation  thereof.  The Corporation  shall
   promptly cause a notice of the adjusted Conversion Price to be mailed to each
   registered holder of shares of the Series.

      (k) In any case in which paragraph 7(g) provides that an adjustment  shall
   become  effective  immediately  after a record date for an event and the date
   fixed for such adjustment pursuant to paragraph 7(g) occurs after such record
   date but before the occurrence of such event, the Corporation may defer until
   the actual  occurrence  of such event (i) issuing to the holder of any shares
   of the Series  converted  after such record date and before the occurrence of
   such  event  the  additional  shares  of  Common  Stock  issuable  upon  such
   conversion by reason of the adjustment  required by such event over and above
   the Common Stock issuable upon such  conversion  before giving effect to such
   adjustment  and (ii)  paying to such holder any amount in cash in lieu of any
   fraction pursuant to paragraph 7(d).

      (l) In case the  Corporation  shall take any action  affecting  the Common
   Stock, other than actions described in this paragraph 7, which in the opinion
   of the Board of Directors would  materially  adversely  affect the conversion
   right of the holders of the shares of the Series, the Conversion Price may be
   adjusted, to the extent permitted by law, in such manner, if any, and at such
   time,  as the  Board  of  Directors  may  determine  to be  equitable  in the
   circumstances;  PROVIDED,  HOWEVER,  that in no  event  shall  the  Board  of
   Directors be required to take any such action.



                                      -13-
<PAGE>

      (m) The  Corporation  will  endeavor  to list the  shares of Common  Stock
   required to be delivered  upon  conversion of shares of the Series,  prior to
   delivery,  upon each national securities exchange, the Nasdaq Stock Market or
   any similar system of automated  dissemination of securities  prices, if any,
   upon which the Common Stock is listed at the time of delivery.

      (n) In the  event  the  Corporation  has not  filed  an  amendment  to its
   Certificate of  Incorporation  increasing its authorized  number of shares of
   Common  Stock  from 55  million  shares to at least 65  million  shares on or
   before  September 30, 2001,  then the  Corporation  will conduct a repurchase
   offer to redeem the shares of the Series. The repurchase price will equal the
   Liquidation Amount plus an amount equal to 110% of the difference between the
   Conversion  Price then in effect and the Current  Market  Price of the Common
   Stock on the date the offer commences. The repurchase offer will be held open
   by the Corporation for at least 30 days.

      8.  STATUS  OF  SHARES.  All  shares  of the  Series  that are at any time
   redeemed or converted  pursuant to  paragraph 5 above,  and all shares of the
   Series that are otherwise  reacquired  by the  Corporation  and  subsequently
   canceled by the Board of Directors,  shall have the status of authorized  but
   unissued shares of preferred stock, without designation as to series, subject
   to  reissuance  by the Board of  Directors as shares of any one or more other
   series.

      9. VOTING RIGHTS.  Except as otherwise  required by law, holders of shares
   of the Series shall have no vote with respect to any matter  submitted to the
   stockholders of the  Corporation for vote or consent.  In connection with any
   right to vote or give consent  provided by law,  each holder of shares of the
   Series will have one vote for each share held.

      10. CERTAIN DEFINITIONS. As used in this Certificate,  the following terms
   shall have the following respective meanings:

      "AFFILIATE"  of any  specified  person means any other person  directly or
   indirectly  controlling  or controlled  by or under common  control with such
   specified person.  For purposes of this definition,  "control" when used with
   respect to any person means the power to direct the  management  and policies
   of such person,  directly or  indirectly,  whether  through the  ownership of
   voting securities or otherwise;  and the term  "controlling" and "controlled"
   having meanings correlative to the foregoing.



                                       -14-
<PAGE>


       An  "ASSOCIATE" of a person means (A) any  corporation  or  organization,
   other than the Corporation or any subsidiary of the Corporation, of which the
   person is an officer or partner or is, directly or indirectly, the beneficial
   owner of 10% or more of any  class of  equity  securities;  (B) any  trust or
   estate in which the person has a  substantial  beneficial  interest  or as to
   which the person serves as trustee or in a similar  fiduciary  capacity;  and
   (C) any relative or spouse of the person, or any relative of the spouse,  who
   has the same home as the person or who is a director or officer of the person
   or any of its parents or subsidiaries.

      "CAPITAL  STOCK"  of any  person  or  entity  means  any and  all  shares,
   interests,  rights to purchase,  warrants,  options,  participations or other
   equivalents  of or interests  in the common stock or preferred  stock of such
   person or entity, including,  without limitation,  partnership and membership
   interests.

      "CURRENT MARKET PRICE" means, when used with respect to any security as of
   any date,  the last bid price regular way of such security as reported on the
   Nasdaq  National  Market for such date, or, if such security is not listed or
   admitted to trading on the Nasdaq National Market,  as reported on the Nasdaq
   SmallCap  Market  for such  date,  or, in case such  security  is listed on a
   national  securities exchange other than Nasdaq, the last sales price of such
   security on such date as reported for consolidated  transactions with respect
   to securities listed on the principal national  securities  exchange on which
   such  security is listed or  admitted to trading or, if such  security is not
   listed or  admitted  to trading on the Nasdaq  Stock  Market or any  national
   securities exchange, the average of the high bid and low asked prices of such
   security  on such date in the  over-the-counter  market,  as  reported by the
   National Association of Securities Dealers,  Inc. Automated Quotations System
   or such other  system  then in use or, if such  security is not quoted by any
   such  organization,  the average of the closing bid and asked  prices of such
   security as of such date furnished by a New York Stock  Exchange  member firm
   selected by the  Corporation,  or if such  security is not quoted by any such
   organization  and no such  New York  Stock  Exchange  member  firm is able to
   provide such prices, such price as is determined by the Independent Directors
   in good faith.

      "INDEPENDENT  DIRECTORS"  means  directors  that (i) are not 5% or greater
   stockholders of the Corporation or the designee of any such stockholder; (ii)
   are not officers or employees of the Corporation,  any of its subsidiaries or
   of a  stockholder  referred  to above in clause  (i);  (iii) are not  Related
   Persons; and (iv) do not have relationships that, in the opinion of the Board
   of Directors,  would interfere with their exercise of independent judgment in
   carrying out the responsibilities of the directors.

      "RELATED  PERSON" means an individual  related to an officer,  director or
   employee of the  Corporation  or any of its  Affiliates  which relation is by
   blood, marriage or adoption and not more remote than first cousin.



                                       -15-
<PAGE>

      IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly
   executed  on its  behalf  by its  undersigned  Chief  Executive  Officer  and
   attested to by its Secretary this 23rd day of January, 2001.

                                    /s/  John E. DuBois
                                    _________________________________
                                    John E. DuBois
                                    Chief Executive Officer

ATTEST:

/s/ Jay R. Schifferli
________________________________
Jay R. Schifferli
Secretary