CERTIFICATE OF DESIGNATION

                                      OF

                      SERIES B CONVERTIBLE PREFERRED STOCK

                                      OF

                               Datalink.net, Inc.

     Datalink.net, Inc., a Nevada corporation (the "Company") certifies that
pursuant to the authority contained in ARTICLE IV of its Articles of
Incorporation, as amended (the "Articles of Incorporation"), the Board of
Directors of the Company (the "Board of Directors"), by unanimous written
consent in lieu of a meeting effective February 9, 2000, duly approved and
adopted the following resolution, which resolution remains in full force and
effect on the date hereof:

     RESOLVED, that pursuant to the authority vested in the Board of Directors
by the Articles of Incorporation, the Board of Directors does hereby
designate, create, authorize and provide for the issue of a series of
preferred stock, par value $.001 per share, which shall be designated as
Series B Convertible Preferred Stock, and which shall have the voting powers,
designations, preferences, limitations, restrictions, and relative rights as
follows:

                         CERTIFICATE OF DESIGNATION OF
                      SERIES B CONVERTIBLE PREFERRED STOCK
                            OF DATALINK.NET, INC.

     1.   Designation, Amount, Par Value, Liquidation Value and Rank.

          a.  The Preferred Stock authorized under this Certificate of
Designation shall be designated as the Series B Convertible Preferred Stock
(the "Series B Preferred"), and the   number of shares so designated shall be
769,231, subject to adjustment for any stock splits, stock dividends or
similar transactions affecting the Series B Preferred, and which shall not be
subject to increase without the consent of each holder of the Series B
Preferred (each, a "Holder", and collectively, the "Holders").  Each share of
Series B Preferred, par value .001 per share, shall have a liquidation value
of $13.00 per share (the "Liquidation Value").

          b.  The Series B Preferred shall, with respect to dividends and
distributions upon liquidation, dissolution or winding up of the Company, rank
senior to all classes of Common Stock and pari passu with the Series A
Preferred Stock and any other series of Preferred Stock that is not, expressly
by its terms, made junior to the Series B Preferred.  No class of equity
securities of the Company shall be senior to the Series B Preferred as to
dividends, distributions and upon liquidation, dissolution or winding up.

     2.   Dividends.  The Holders of the Series B Preferred shall be entitled
to receive dividends, whether in cash, property or otherwise (other than
dividends payable solely in shares of common stock), out of any assets legally
available therefor, ratably with any declaration or payment of any dividend to
holders of the Common Stock or any other junior securities of the company,
when, as and if declared by the Board of Directors, in an amount per share
equal to that which the Holders would have been entitled had they converted

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such shares of Series B Preferred into Common Stock immediately prior to the
payment of such dividends.

     3.   Voting Rights.   Except as provided herein and as otherwise required
by law, the Series B Preferred shall have no voting rights.

     4.   Liquidation.

          a.  Upon any liquidation, dissolution or winding-up of the Company,
whether voluntary or involuntary (a "Liquidation"), the holders of record of
the Series B Preferred shall be entitled to receive, out of the assets of the
Company and before any distribution or payment is made upon any shares of
Common Stock or any series of Preferred Stock junior in rank to the Series B
Preferred, for each share of Series B Preferred, an amount per share equal to
the greater of (i) the Liquidation Value or (ii) the assets of the Company
available for distribution to its stockholders, distributed ratably among the
Holders of the outstanding Preferred Stock (determined on an "as converted"
basis) and the holders of all of the outstanding capital stock of the Company.
If the assets of the Company shall be insufficient to pay in full all amounts
due to the Holders of the Series B Preferred then the entire assets of the
Company shall be distributed to such Holders and the holders of the Company's
Series A Preferred Stock ratably in accordance with the respective amounts
that would be payable on such shares if all amounts payable thereon were paid
in full.

          b.  A sale, conveyance, lease, transfer or disposition of all or
substantially all of the assets of the Company, or the consummation by the
Company of a transaction or series of related transactions in which more than
50% of the voting power of the Company is disposed of, or a consolidation or
merger of the Company with or into any other company or companies, shall not
be treated as a Liquidation but instead shall be subject to the provisions of
Sections 7(g); provided, however, that the immediately preceding clause may be
waived by any Holder of Series B Preferred, and any such sale, conveyance,
lease, transfer, disposition, transaction or series of related transactions,
consolidation or merger, as the case may be, may be deemed to be a Liquidation
of the Company entitling such Holder to receive the Liquidation Value with
respect to such Holder's shares of Series B Preferred.

          c.  After setting apart or paying in full the amounts described in
Section (4)(a) hereof, the holders of record of Common Stock and any Preferred
Stock junior in rank to the Series B Preferred shall be entitled to
participate in any distribution of any remaining assets of the Company, and
the Holders of the Series B Preferred shall not be entitled to participate in
such distribution.

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

     5.   Mechanics of Conversion.

          a.   Holder's Delivery Requirements.   Each share of Series B
Preferred shall be convertible, at the option of the Holder thereof, at any
time after the Original Issue Date, into that number of fully paid and
non-assessable shares of Common Stock as is determined by the quotient of (i)
$13.00 over (ii) the Conversion Price in effect at the time of conversion,
determined as hereinafter provided.  The initial Conversion Price shall be
$13.00, subject to adjustment from time to time as provided herein (the
"Conversion Price").  A Holder shall effect conversions by surrendering to the
Company, or to the Company's transfer agent, the certificate or certificates
representing the shares of Series B Preferred to be converted, together with a

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copy of the form of conversion notice attached hereto as Exhibit A (the
"Conversion Notice").  Each Conversion Notice shall specify the Holder, the
number of shares of Series B Preferred to be converted and the date on which
such conversion is to be effected, which date may not be prior to the date the
Holder delivers such Conversion Notice by facsimile (the "Conversion Date").
If no Conversion Date is specified in a Conversion Notice the Conversion Date
shall be the date that the Conversion Notice is deemed delivered pursuant to
Section 11.  Subject to Section 5(b) hereof, each Conversion Notice, once
given, shall be irrevocable.

          b.  Company's Response.  Not later than three (3) Trading Days after
any Conversion Date, the Company will use  its best efforts to cause to be
delivered to the Holder, or to such Holder's designee, (i) a certificate or
certificates which shall be free of restrictive legends and trading
restrictions (other than those required by Section 3.l(b) of the Purchase
Agreement) representing the number of shares of Common Stock being acquired
upon the conversion of shares of Series B Preferred and (ii) if the Holder is
converting less than all shares of Series B Preferred represented by the
certificate or certificates tendered by the Holder with the Conversion Notice,
one or more certificates representing the number of shares of Series B
Preferred not converted.  Upon request of the Holder, and in compliance with
the provisions hereof, in lieu of physical delivery of the shares of Series B
Preferred, provided the Company's transfer agent is participating in the
Depositary Trust Company ("DTC") Fast Automated Securities Transfer (FAST)
program, the Company shall use its best efforts to cause its transfer agent to
electronically transmit any certificate or certificates required to be
delivered to the Holder (or the Holder's designee) under this Section 5 by
crediting the account of the Holder's (or the Holder's designee's) Prime
Broker with DTC through its Deposit Withdrawal Agent Commission system.  The
time period for delivery described herein shall apply to any such electronic
transmittals.  If in the case of any Conversion Notice such certificate or
certificates are not delivered to or as directed by the applicable Holder by
the third Trading Day after the Conversion Date, the Holder shall be entitled
at any time on or before its receipt of such certificate or certificates
thereafter to rescind such conversion by written notice to the Company, in
which event the Company shall immediately return the certificates representing
the shares of Series B Preferred for which Common Stock was not delivered
pursuant to such conversion.

          c.   Failure to Convert.

               (i)    If the Company fails to deliver to the Holder (or the
Holder's designee) such certificate or certificates pursuant to this Section 5
on or prior to the fifth Trading Day after the Conversion Date (the "Delivery
Date"), in addition to all other remedies that such Holder may pursue
hereunder or under the Purchase Agreement, the Company shall pay to such
Holder upon demand an amount in cash equal to the product of (a) the number of
shares of Common Stock required to be issued upon conversion of such shares of
Series B Preferred, (b) the Per Share Market Value on the Conversion Date, (c)
the number of days after the three (3) Trading Day period referred to in
Section 5(b) that the Company fails to deliver such certificates and (d) .005;
provided, however, that the foregoing shall not be applicable in the first
three (3) instances that the Company violates the delivery requirements of
this Section 5.  If the Holder has requested that the Company redeem shares of
Series B Preferred pursuant to this Section and the Company fails for any
reason to pay the amount referenced above within seven (7) days after such
notice is deemed delivered pursuant to this Section 5(c), the Company will pay
interest on such amount at a rate of 15% per annum in cash to such Holder,
accruing from such seventh day until the redemption price and any accrued
interest thereon is paid in full.

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               (ii)   Nothing herein shall limit a Holder's right to pursue
actual damages for the Company's failure to deliver certificates representing
shares of Common Stock upon conversion within the period specified herein
(including, without limitation, damages relating to any purchase of shares of
Common Stock by such Holder to make delivery on a sale effected in
anticipation of receiving certificates representing shares of Common Stock
upon conversion, such damages to be in an amount equal to (A) the aggregate
amount paid by such Holder for the shares of Common Stock so purchased minus
(B) the aggregate amount of net proceeds, if any, received by such Holder from
the sale of the shares of Common Stock issued by the Company pursuant to such
conversion), and such Holder shall have the right to pursue all remedies
available to it at law or in equity (including, without limitation, a decree
of specific performance and/or injunctive relief).

     6.   Reservation of Shares.

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

     7.   Adjustment of Conversion Price.

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

          b.   Rights; Warrants.  If the Company, at any time after the
Original Issue Date, shall fix a record date for the issuance of rights,
options, warrants or other securities to the holders of its Common Stock
entitling them to subscribe for or purchase, exchange for, convert into or
otherwise acquire shares of Common Stock for no consideration or for a price
per share less than the Conversion Price, then the Conversion Price shall be
multiplied by a fraction, the numerator of which shall be the number of shares
of Common Stock outstanding immediately prior to such issuance or sale plus
the number of shares of Common Stock which the aggregate consideration

<PAGE>


received by the Company would purchase at the Conversion Price, and the
denominator of which shall be the number of shares of Common Stock outstanding
immediately prior to such issuance or sale plus the number of additional
shares of Common Stock offered for subscription, purchase, conversion,
exchange or acquisition, as the case may be.  Such adjustment shall be made
whenever such rights, options, warrants or other securities are issued, and
shall become effective immediately after the record date for the determination
of shareholders entitled to receive such rights, options, warrants or other
securities.

          c.   Subscription Rights.  If the Company, at any time after the
Original Issue Date, shall fix a record date for the distribution to holders
of Common Stock evidence of its indebtedness or assets or rights, options,
warrants or other security entitling them to subscribe for or purchase,
convert into, exchange for or otherwise acquire any security (excluding those
referred to in paragraphs 7(a) and (b) above), then in each such case the
Conversion Price at which the Series B Preferred shall thereafter be
convertible shall be determined by multiplying the Conversion Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the Conversion Price on such record date less the then fair market
value at such record date of the portion of such assets or evidence of
indebtedness so distributed applicable to one outstanding share of Common
Stock as determined by the Board of Directors in good faith, and the
denominator of which shall be the Conversion Price as of such record date;
provided, however, that in the event of a distribution exceeding ten percent
(10%) of the net assets of the Company, such fair market value shall be
determined by an Appraiser selected in good faith by the Holders of the Series
B Preferred; and provided, further, that the Company, after receipt of the
determination by such Appraiser, shall have the right to select in good faith
an additional Appraiser meeting the same qualifications, in which case the
fair market value shall be equal to the average of the determinations by each
such Appraiser.  Such adjustment shall be made whenever any such distribution
is made and shall become effective immediately after the record date mentioned
above.

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

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

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

          g.   Change of Control; Compulsory Share Exchange. In case of (A)
any Change of Control Transaction or (B) any compulsory share exchange
pursuant to which the Common Stock is converted into other securities, cash or
property (each, an "Event"), lawful provision shall be made so that the
Holders shall have the right thereafter to convert the shares of Series B
Preferred for shares of stock and other securities, cash and property
receivable upon or deemed to be held by holders of Common Stock following such
Event, and the Holders shall be entitled upon such Event to receive such
amount of shares of stock and other securities, cash or property as the shares
of the Common Stock of the Company into which the shares of Series B Preferred
could have been converted immediately prior to such Event (without taking into

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account any limitations or restrictions on the convertibility of the
Securities) would have been entitled.  The provisions of this Section 7(g)
shall similarly apply to successive Events.

          h.   Issuances Below Conversion Price.  If the Company, at any time
when any shares of Series B Preferred are outstanding, takes any of the
actions described in this Section 7(h), the majority of the Holders shall have
the right to amend this Certificate of Designation as set forth below:

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

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

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

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

          i.   Effect on Conversion Price of Certain Events.  For purposes of
determining the adjusted Conversion Price under Section 7(h), the following
shall be applicable:

               (i)  Calculation of Consideration Received.  If any Common
Stock, Options or Convertible Securities are issued or sold or deemed to have
been issued or sold for cash, the consideration received therefor will be
deemed to be the net amount received by the Company therefor, without
deducting any expenses paid or incurred by the Company or any commissions or
compensations paid or concessions or discounts allowed to underwriters,
dealers or others performing similar services in connection with such issue or
sale.  In case any Common Stock, Options or Convertible Securities are issued
or sold for a consideration other than cash, the amount of the consideration

<PAGE>


other than cash received by the Company will be the fair value of such
consideration, except where such consideration consists of securities listed
or quoted on a national securities exchange or national quotation system, in
which case the amount of consideration received by the Company will be the
arithmetic average of the closing sale price of such security for the five (5)
consecutive Trading Days immediately preceding the date of receipt thereof.
In case any Common Stock, Options or Convertible Securities are issued to the
owners of the non-surviving entity in connection with any merger in which the
Company is the surviving entity, the amount of consideration therefor will be
deemed to be the fair value of such portion of the net assets and business of
the non-surviving entity as is attributable to such Common Stock, Options or
Convertible Securities, as the case may be.  The fair value of any
consideration other than cash or securities will be determined jointly by the
Company and the Holders of a majority of the shares of Series B Preferred then
outstanding.  If such parties are unable to reach agreement within ten (10)
days after the occurrence of an event requiring valuation (the "Valuation
Event"), the fair value of such consideration will be determined within
forty-eight (48) hours of the tenth (10th) day following the Valuation Event
by an Appraiser selected in good faith by the Company, and agreed upon in good
faith by the Holders of a majority of the shares of Series B Preferred then
outstanding.  The determination of such Appraiser shall be binding upon all
parties absent manifest error.

               (ii)  Integrated Transactions.  In case any Option is issued in
connection with the issue or sale of other securities of the Company, together
comprising one integrated transaction in which no specific consideration is
allocated to such Options by the parties thereto, the Options will be deemed
to have been issued for an aggregate consideration of $.001.

               (iii)  Record Date.  If the Company takes a record of the
holders of Common Stock for the purpose of entitling them (a) to receive a
dividend or other distribution payable in Common Stock, Options or in
Convertible Securities or (b) to subscribe for or purchase Common Stock,
Options or Convertible Securities, then such record date will be deemed to be
the date of the issue or sale of the shares of Common Stock deemed to have
been issued or sold upon the declaration of such dividend or the making of
such other distribution or the date of the granting of such right of
subscription or purchase, as the case may be.

               (iv)  Other Events.  If any event that would adversely affect
the rights of any holder of the Series B Preferred occurs but is not expressly
provided for by Section 7 hereof (including, without limitation, the granting
of stock appreciation rights, phantom stock rights or other rights with equity
features), then the Company's Board of Directors will make an appropriate
adjustment in the Conversion Price so as to protect the rights of the Holders
or assigns; provided, however, that no such adjustment will increase the
Conversion Price.

          j.   Notice of Certain Events.  If:

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

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

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

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               (iv)  the approval of any shareholders of the Company shall be
required in connection with any reclassification of the Common Stock, any
consolidation or merger to which the Company is a party, any sale or transfer
of all or substantially all of the assets of the Company, or any compulsory
share exchange whereby the Common Stock is converted into other securities,
cash or property; or

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

then the Company shall cause to be filed at each office or agency maintained
for the purpose of the conversion of the Series B Preferred, and shall cause
to be delivered to the Holders at the address specified herein, at least 30
(thirty) calendar days prior to the applicable record or effective date
hereinafter specified, a notice (provided such notice shall not include any
material non-public information) stating (a) the date on which a record is to
be taken for the purpose of such dividend, distribution, redemption, or
granting of options, rights or warrants, or if a record is not to be taken,
the date as of which the holders of Common Stock of record to be entitled to
such dividend, distributions, redemption, rights, options or warrants are to
be determined or (b) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or
close, and the date as of which it is expected that holders of record of
Common Stock shall be entitled to exchange their shares of Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange; provided, however,
that the failure to mail such notice or any defect therein or in the mailing
thereof shall not affect the validity of the corporate action required to be
specified in such notice.  Nothing herein shall prohibit the Holders from
converting shares of Series B Preferred held by such Holder during the 30-day
period commencing on the date of such notice to the effective date of the
event triggering such notice.

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

          l.   Increase in Conversion Price.  In no event shall any provision
in this Section 7 cause the Conversion Price to be greater than the Conversion
Price on the Original Issue Date.

     8.   Restriction on Conversion by Either the Holder or the Company.
Prior to the one year anniversary of the date that the Securities and Exchange
Commission declares effective the Initial Registration Statement (as defined
in the Registration Rights Agreement), and notwithstanding anything herein to
the contrary, in no event shall any Holder or the Company have the right or be
required to convert shares of Series B Preferred if as a result of such
conversion the aggregate number of shares of Common Stock beneficially owned
by such Holder and its Affiliates would exceed 4.99% of the outstanding shares
of the Common Stock following such exercise.  For purposes of this Section
5(d), beneficial ownership shall be calculated in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended. The provisions of
this Section 5(d) may be waived by a Holder as to itself (and solely as to
itself) upon not less than sixty-five (65) days prior written notice to the
Company, and the provisions of this Section 5(d) shall continue to apply until
such 65th day (or later, if stated in the notice of waiver).

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     9.   Optional Redemption.

          a.  Redemption by the Company.  The Series B Preferred shares shall
not be redeemable at the option of the Company prior to the one year
anniversary of the date that Securities and Exchange Commission declares
effective the Initial Registration Statement (as defined in the Registration
Rights Agreement).  Following such one-year anniversary the Company may, at
its option and subject to the conditions set forth herein, redeem the shares
of Series B Preferred if the Per Share Market Value exceeds $35.00 for thirty
(30) consecutive Trading Days.  The Company may redeem the Series B Preferred,
in whole and not in part, at a price per share equal to the Liquidation Value,
together with any other amounts due in respect thereof through the Redemption
Date (as defined in Section 9(c) (the "Redemption Price").

          b.  Limitations on Redemption.  The Company may only exercise its
right to redeem the Series B Preferred pursuant to Section 9(a) on one (1)
occasion only, and shall only be permitted to do so if (i) any Registration
Statement required to be filed and be effective pursuant to the Registration
Rights Agreement is then in effect and has been in effect and sales of all of
the Registrable Securities can be made thereunder for at least twenty (20)
days prior to the Redemption Notice Date (as defined below), (ii) the Company
has a sufficient number of authorized shares of Common Stock reserved for
issuance upon full conversion of the Series B Preferred at the then applicable
Conversion Price and (iii) the Company is not then in breach of any of the
provisions of this Certificate of Designation.

          c.   Mechanics of Redemption.  The Company shall exercise its right
to redeem the Series B Preferred by delivering to the registered Holders of
the Series B Preferred a redemption notice (a "Redemption Notice"), upon at
least ten (10) Business Days prior written notice (such date that the notice
is given, the "Redemption Notice Date") by facsimile and overnight courier.
Such Redemption Notice shall indicate the Redemption Price and a confirmation
of the date ("Redemption Date") that the Company shall effect the redemption,
which date shall be not less than ten (10) business days and not more than
sixty (60) calendar days after the Redemption Notice Date.  Notwithstanding
anything in this Section 9, the Company shall convert any and all shares of
Series B Preferred delivered  pursuant to Section 5 hereof if the Conversion
Notice for such shares of Series B Preferred is delivered prior to the
Redemption Date.

          d.  Payment of Redemption Price.  The Company shall pay the
applicable Redemption Price to the Holder of the shares of Series B Preferred
being redeemed in cash on the Redemption Date.  If the Company shall fail to
pay the applicable Redemption Price to such Holder on the Redemption Date, in
addition to any remedy such Holder may have under this Certificate of
Designation and the Purchase Agreement, such unpaid amount shall bear interest
at the rate of 2.0% per month until paid in full.  Until the Company pays such
unpaid applicable Redemption Price in full to each Holder, each Holder of
shares of Series B Preferred submitted for redemption pursuant to this Section
9 and for which the applicable Redemption Price has not been paid shall have
the option, in lieu of redemption, (a) to require the Company to promptly
return to such Holder all of the shares of Series B Preferred that were
submitted for redemption by such Holder under this Section 9  and for which
the applicable Redemption Price has not been paid or (b) to convert those
shares of Series B Preferred for which the applicable Redemption Price has not
been paid at the Conversion Price (the "Void Redemption Notice").  Upon the
Company's receipt of such Void Redemption Notice(s) requesting the return of
the shares of Series B Preferred and prior to payment of the full applicable
Redemption Price to each Holder, (a) the redemption shall be null and void
with respect to those shares of Series B Preferred submitted for redemption
and for which the applicable Redemption Price has not been paid and (b) the

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Company shall immediately return any Series B Preferred certificates submitted
to the Company by each Holder for redemption under this Section 9 and for
which the applicable Redemption Price has not been paid.  If the Company
fails to timely effect a redemption in accordance with this Section 9, the
Company shall not be allowed to submit another Redemption Notice without the
prior written consent of Holders of at least two-thirds (2/3) of the number of
shares of Series B Preferred then outstanding.

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

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

     "Amex" means the American Stock Exchange.

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

     "Approved Stock Plan" means any contract, plan or agreement which has
been approved by the Board of Directors of the Company or committee thereof,
pursuant to which the Company's securities may be issued to any employee,
officer or director of the Company; provided, that such issuance or issuances
shall not exceed 20% of the Company's outstanding Common Stock and Preferred
Stock on the Original Issue Date.

     "Change of Control Transaction" means the occurrence of any of (i) any
acquisition or series of related acquisitions by any Person or "group" (as
described in Section 13(d)(3) of the Exchange Act) of in excess of 50% of the
voting power of the Company, (ii) a replacement of more than one-half of the
members of the Company's Board of Directors which is not approved by a
majority of those individuals who are members of the Board of Directors on the
Original Issue Date, or their duly elected successors who are directors
immediately prior to such transaction(s), in one or a series of related
transactions, (iii) the merger or consolidation of the Company with or into
another entity, unless the holders of the Company's securities immediately
prior to such transaction or series of related transactions continue to hold
at least 50% of such securities following such transaction or series of
related transactions, (iv) a sale, conveyance, lease, transfer or disposition
of all or substantially all of the assets of the Company in one or a series of
related transactions or (v) the execution by the Company of an agreement to
which the Company is a party or by which it is bound, providing for any of the
events set forth above in (i), (ii), (iii) or (iv).

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

     "Conversion Price" has the meaning set forth in Section 5(a).

     "Excluded Securities"  means (i) shares of Common Stock issued or
issuable pursuant to the terms of this Certificate of Designation, the
Securities Purchase Agreement and the Stock Purchase Warrant,  (ii) shares of
Common Stock deemed to have been issued by the Company in connection with an

<PAGE>


Approved Stock Plan, (iii) shares of Common Stock (including options, rights
and warrants) issuable upon the exercise of any options, rights or warrants
outstanding on the Original Issue Date and set forth on Schedule 2.1(c) of the
Securities Purchase Agreement or (iv) shares of Common Stock issued or deemed
to be issued by the Company in connection with a strategic acquisition by the
Company of the assets or business, or division thereof, of another Person.

     "Liquidation Value" has the meaning set forth in Section 1 hereof.

     "Original Issue Date" shall mean the date of the first issuance of any
shares of the Series B Preferred, regardless of the number of transfers of any
particular shares of Series B Preferred and regardless of the number of
certificates which may be issued to evidence such Series B Preferred, which
date shall coincide with the Closing Date, as defined in the Securities
Purchase Agreement.

     "Per Share Market Value" means on any particular date (a) the closing bid
price per share of the Common Stock on such date on the Amex or other
Subsequent Market, or if there is no such price on such date, then the closing
bid price on such exchange or quotation system on the date nearest preceding
such date, or (b) if the Common Stock is not listed then on the Amex or any
other Subsequent Market, the closing bid price for a share of Common Stock in
the over-the-counter market, as reported by the NASDAQ or in the National
Quotation Bureau Incorporated or similar organization or agency succeeding to
its functions of reporting prices) at the close of business on such date, or
(c) if the Common Stock is not then publicly traded the fair market value of a
share of Common Stock as determined by an Appraiser selected in good faith by
the Holders of a majority in interest of the shares of the Series B Preferred;
provided, however, that the Company, after receipt of the determination by
such Appraiser, shall have the right to select, in good faith, an additional
Appraiser, in which case the fair market value shall be equal to the average
of the determinations by each such Appraiser; and provided, further that all
determinations of the Per Share Market Value shall be appropriately adjusted
for any stock dividends, stock splits or other similar transactions during
such period.

     "Person" means a corporation, an association, a partnership,
organization, a business, an individual, a government or political subdivision
thereof or a governmental agency.

     "Preferred Stock" means the preferred stock of the Company, par value
$.001 per share.

     "Purchase Agreement" means the Convertible Preferred Stock Purchase
Agreement, dated as of the Original Issue Date, among the Company and the
original Holders of the Series B Preferred.

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

     "Subsequent Market" means the New York Stock Exchange, the NASDAQ
National Market or the NASDAQ SmallCap Market.

     "Trading Day" means any day on which the Amex or Subsequent Market (if
applicable) is open for trading.

     "Underlying Shares" means the number of shares of Common Stock into which
the Series B Preferred are convertible in accordance with the terms hereof.

<PAGE>


     11.   Notices.  Except as otherwise provided in the event of conversion
of shares of Series B Preferred, all notices or other communications required
hereunder shall be in writing and shall be deemed to have been received (a)
upon hand delivery (receipt acknowledged) or delivery by telex (with correct
answer back received) telecopy or facsimile (with transmission confirmation
report) at the address or number designated below (if received by 6:00 p.m.
EST where such notice is to be received), or the first business day following
such delivery (if received after 6:00 p.m. EST where such notice is to be
received) or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur; and shall be
regarded as properly addressed if sent to (i) the Company, to Datalink.net,
Inc., 1735 Technology Drive, Suite 790, San Jose, California  95110,  Attn:
Anthony LaPine, facsimile (408) 367-1701, and (ii) if the Holders, at their
respective addresses set forth in the books and records of the Company, or
such other address as any of the above may have furnished to the other parties
in writing by registered mail, return receipt requested.

     12.   Lost or Stolen Certificates.  Upon receipt by the Company of
evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of any stock certificates representing the shares of
Series B Preferred, and, in the case of loss, theft or destruction, of any
indemnification undertaken by the Holder to the Company in customary form and,
in the case of mutilation, upon surrender and cancellation of such Series B
Preferred stock certificate(s), the Company shall execute and deliver new
preferred stock certificate(s) of like tenor and date; provided, however, the
Company shall not be obligated to re-issue preferred stock certificates if the
Holder contemporaneously requests the Company to convert such Series B
Preferred into Common Stock.

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

     14.   Specific Shall Not Limit General; Construction.  No specific
provision contained in this Certificate of Designation shall limit or modify
any more general provision contained herein.  This Certificate of Designation
shall be deemed to be jointly drafted by the Company and all Purchasers (as
defined in this Purchase Agreement) and shall not be construed against any
Person as the drafter hereof.

<PAGE>


     15.   Failure or Indulgence Not Waiver.  No failure or delay on the part
of a Holder of Series B Preferred in the exercise of any power, right or
privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or privilege preclude other or
further exercise thereof or of any other right, power or privilege.

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

     17.   Payment of Tax Upon Issue of Transfer.  The issuance of
certificates for shares of the Common Stock upon conversion of the Series B
Preferred Shares shall be made without charge to the Holders thereof for any
documentary stamp or similar taxes that may be payable in respect of the issue
or delivery of such certificate, provided that the Company shall not be
required to pay any tax that may be payable in respect of any transfer
involved in the issuance and delivery of any such certificate upon conversion
in a name other than that of the Holders so converted, and the Company shall
not be required to issue or deliver such certificates unless or until the
Person or Persons requesting the issuance thereof shall have paid to the
Company the amount of such tax or shall have established to the satisfaction
of the Company that such tax has been paid.

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

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

     20.   Reacquired Shares.  Any shares of Series B Preferred redeemed,
purchased, converted or otherwise acquired by the Company in any manner
whatsoever shall not be reissued as part of the Company's Series B Preferred
and shall be retired promptly after the acquisition thereof.  All such shares
shall become, upon their retirement (and the filing of any certificate
required in connection therewith pursuant to the General Corporation Law of
the state of Nevada), authorized but unissued shares of Preferred Stock.

     21.   Certain Limitations.   As long as any shares of Series B Preferred
are outstanding, the Company shall not, and shall cause its subsidiaries not
to, without the affirmative vote of the Holders of 75% of the shares of the
Series B Preferred then outstanding, (a) alter or change adversely the
absolute or relative powers, preferences or rights given to the Series B
Preferred, (b) alter or amend this Certificate of Designation, (c) amend its
Articles of Incorporation, bylaws or other charter documents so as to affect

<PAGE>


adversely any rights of any Holders, (d) increase the authorized number of
shares of Series B Preferred, (e) sell all or substantially all of its assets
or (f) enter into any agreement with respect to the foregoing.  In addition
the Company shall not, by amendment of its Articles of Incorporation or
through any reorganization, recapitalization, transfer of assets,
consolidation, merger, dissolution, issuance or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms to be observed or performed hereunder by the Company, but
will at all times in good faith assist in the carrying out of all of the
provisions hereof and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Series B Preferred against
impairment.

     22.   Effect of Headings.  The section headings herein are for
convenience only and shall not affect the construction hereof.

     IN WITNESS WHEREOF, Datalink.net, Inc. has caused this Certificate of
Designation to be signed by its CEO on this 9th day of February, 2000.


                              By: /s/ Anthony LaPine
                              Name:  Anthony LaPine
                              Title: CEO


Attest:

By: /s/ Tali Durant
Name: Tali Durant
Title:  Secretary

<PAGE>


                                   EXHIBIT A

                              NOTICE OF CONVERSION
                            AT THE ELECTION OF HOLDER


(To be Executed by the Registered Holder in order to Convert shares of Series
B Preferred Stock)



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


Conversion calculations:

____________________________________________
Date to Effect Conversion


____________________________________________
Number of shares of Series B Preferred Stock
to be Converted


____________________________________________
Number of shares of Common Stock to be Issued


____________________________________________
Applicable Conversion Price


____________________________________________
Name of Person to whom Shares of Common Stock
are to be Issued


____________________________________________
Signature


____________________________________________
Name


____________________________________________
Address