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                                                                    EXHIBIT 4.14

                           CERTIFICATE OF DESIGNATION

                                       of

                      SERIES F CONVERTIBLE PREFERRED STOCK

                                       of

                           GLOBAL MAINTECH CORPORATION

  (Adopted pursuant to Section 302A of the Minnesota Business Corporation Act)


     The undersigned hereby certifies that the Board of Directors of GLOBAL
MAINTECH CORPORATION, a Minnesota corporation (the "Company"), duly adopted the
following resolutions effective as of February 17, 2000:

     RESOLVED, a series of preferred stock of the Company is created and the
relative rights, preferences, and limitations of the shares of such series are
as follows:

     I. Designation and Amount. The shares of such series of Preferred Stock
shall be designated as "Series F Convertible Preferred Stock" (the "Series F
Preferred Stock") and the number of shares constituting the Series F Preferred
Stock shall be 2,000. The Series F Preferred Stock shall have a stated value
(the "Stated Value") of $1,000 per share.

     II. Dividends.

          A. The holders of shares of Series F Preferred Stock shall be entitled
     to receive dividends, out of any assets legally available therefor, subject
     to the prior declaration or payment of any dividend to which the holders of
     Series A Convertible Preferred Stock of the Company (the "Series A Stock")
     the Series B Convertible Preferred Stock of the Company (the "Series B
     Stock") the Series D Convertible Preferred Stock of the Company (the
     "Series D Stock") and the Series E Convertible Preferred Stock of the
     Company (the "Series E Stock") are entitled, and prior to, and in
     preference to, any declaration or payment of any dividend on the Common
     Stock of this Company, at a per share rate equal to eight percent (8%) per
     annum of the amount of the Stated Value of the Series F Preferred Stock,
     which is payable upon conversion (based upon a 365 calendar day year) as
     set forth below. Dividends shall begin to accrue as of the Issuance Date
     (as defined below). Any dividends payable pursuant to the provisions of
     this paragraph shall, at the Company's option, be payable in cash, or
     unrestricted shares of Common Stock of the Company within five Business
     Days (as defined below) of when due. The number of shares of Common Stock
     to be issued by the Company in lieu of a cash payment for dividends due as
     set forth herein shall be equal to the number of shares of Common Stock
     resulting from dividing the dollar amount of dividends owed


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     by the Conversion Price (as defined below) on such date as the dividends
     are payable (if such date is not a Trading Day, then the next Trading Day
     (as defined below) immediately thereafter).

          B. Such dividends shall accrue on each share of Series F Preferred
     Stock from the Issuance Date, and shall accrue from day to day whether or
     not earned or declared. Such dividends shall be cumulative so that if such
     dividends in respect of any previous or current annual dividend period, at
     the annual rate specified above, shall not have been paid or declared and a
     sum sufficient for the payment thereof set apart, for all Series F
     Preferred Stock at the time outstanding, the deficiency shall first be
     fully paid before any dividend or other distribution shall be paid on or
     declared or set apart for the Series F Preferred Stock, Common Stock or
     other security of the Company subordinate in liquidation to the Series F
     Preferred Stock. Dividends on the Series F Preferred Stock shall be
     non-participating and the holders of the Series F Preferred Stock shall not
     be entitled to participate in any other dividends beyond the cumulative
     dividends specified herein.

          III. Liquidation, Dissolution or Winding Up.


          A. In the event of any liquidation, dissolution or winding up of the
     Company, whether voluntary or involuntary, subject to the prior liquidation
     preference of the holders of Series A Stock, Series B Stock, Series C
     Stock, Series D Stock and Series E Stock, and prior and in preference to
     any distribution of any assets of the Company to the holders of Common
     Stock , holders of each share of Series F Preferred Stock shall be entitled
     to receive out of the assets available for distribution to shareholders the
     Stated Value per share of Series F Preferred Stock plus eight percent (8%)
     per annum thereon from the Issuance Date (as defined below) to the Trading
     Day (as defined below) immediately prior to such liquidation, dissolution
     or winding up of the Company (the "Liquidation Amount").

          B. Upon the completion of any required distribution to the holders of
     the Series A Stock, Series B Stock, Series C Stock, Series D Stock and
     Series E Stock, if the assets of the Company available for distribution to
     shareholders shall be insufficient to pay the holders of shares of Series F
     Preferred Stock the full Liquidation Amount to which they shall be
     entitled, then any such distribution of assets of the Company shall be
     distributed ratably to the holders of shares of Series F Preferred Stock.

          C. After the payment of the Liquidation Amount shall have been made in
     full to the holders of the Series F Preferred Stock or funds necessary for
     such payment shall have been set aside by the Company in trust for the
     account of holders of the Series F Preferred Stock so as to be available
     for such payments, the holders of the Series F Preferred Stock shall be
     entitled to no further participation in the distribution of the assets of
     the Company, and the remaining assets of the Company legally available for
     distribution to shareholders shall be distributed among the holders of
     Common Stock and any other classes or series of Preferred Stock of the
     Company in accordance with their respective terms.


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     IV. Voting. Holders of Series F Preferred Stock shall have no voting rights
except as expressly required by law or as expressly provided herein.

     V. Conversion of Series F Preferred Stock. The holders of Series F
Preferred Stock shall have the right, at such holder's option, to convert the
Series F Preferred Stock into shares of Common Stock, on the following terms and
conditions:

          A. Subject to the provisions of Section XI hereof, at any time or
     times after the earlier of (i) 61 days following the Effective Date, or
     (ii) 61 days following the Issuance Date, any holder of the Series F
     Preferred Stock shall be entitled to convert any whole number of such
     holder's shares of Series F Preferred Stock into that number of fully paid
     and nonassessable shares of Common Stock, which is determined (per share of
     Series F Preferred Stock) by dividing (x) $1,000, by (y) the Conversion
     Price (as defined below) (the "Conversion Rate").

          B. For purposes of this Certificate of Designation, the following
     terms shall have the following meanings:

               A "Business Day" shall be any day other than a Saturday, Sunday,
          national holiday or a day on which the New York Stock Exchange is
          closed.

               The "Closing Bid Price" shall mean, for any security as of any
          date, the last closing bid price for such security on the Nasdaq Stock
          Market as reported by Bloomberg L.P. ("Bloomberg"), or, if the Nasdaq
          Stock Market is not the principal trading market for such security,
          the last closing bid price of such security on the principal
          securities exchange or trading market where such security is listed or
          traded as reported by Bloomberg, or if the foregoing do not apply, the
          last closing bid price of such security in the over-the-counter market
          on the NASD OTC Electronic Bulletin Board for such security as
          reported by Bloomberg, or, the last closing trade price of such
          security as reported by Bloomberg, or, if no last closing bid or trade
          price is reported for such security by Bloomberg, the closing bid
          price shall be determined by reference to the closing bid price as
          reported on the Principal Market. If the Closing Bid Price cannot be
          calculated for such security on such date on any of the foregoing
          bases, the Closing Bid Price of such security on such date shall be
          the fair market value as mutually agreed by the Company and the
          holders of two thirds of the outstanding shares of Series F Preferred
          Stock.

               The "Conversion Price" shall mean, as of any Conversion Date (as
          defined below) the lesser of (i) $6.75 (the lowest Closing Bid Price
          of the Common Stock over the ten Trading Days ending on the Trading
          Day immediately prior to February 17, 2000 (the "Closing Date")) (the
          "Maximum Conversion Price") or (ii) 75% of the average of the three
          lowest Closing Bid Prices of the Common Stock during the 15 Trading
          Days (the "Lookback Period") immediately prior to the Conversion Date.
          On the last Trading Day of each month, starting on the first day of
          the fourth calendar month immediately following the Issuance Date, the
          Lookback Period will be increased by two Trading Days until the
          Lookback Period equals a maximum of 30 Trading Days.


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               "Effective Date" shall mean the date on which the Securities and
          Exchange Commission (the "SEC") first declares effective a
          Registration Statement registering the resale of up to 200% of the
          greater of (i) the number of shares of Common Stock issuable upon
          conversion of all of the Series F Preferred Stock outstanding on the
          Trading Day immediately preceding the day such Registration Statement
          is filed (ii) the number of shares of Common Stock issuable upon
          conversion of all of the Series F Preferred Stock outstanding on the
          Trading Day immediately preceding the day any amendment to such
          Registration Statement is filed.

               The "Issuance Date" shall mean, with respect to each share of
          Series F Preferred Stock, the date of issuance of the applicable share
          of Series F Preferred Stock.

               A "Trading Day" shall mean a day on which the Principal Market is
          open.

               The "Principal Market" shall mean the Nasdaq National Market, the
          Nasdaq Small Cap Stock Market, the American Stock Exchange, the NASD
          OTC Electronic Bulletin Board operated by the National Association of
          Securities Dealers, Inc., or the New York Stock Exchange, whichever is
          at the time the principal trading exchange or market for the Common
          Stock.

               Holders of Series F Preferred Stock may exercise their right to
          convert the Series F Preferred Stock by telecopying an executed and
          completed notice of conversion in the agreed upon form (the "Notice of
          Conversion") to the Company and delivering to Company the original
          Notice of Conversion and the certificate representing the Series F
          Preferred Stock being converted by reputable overnight courier within
          three (3) Business Days thereafter. Each Business Day (between the
          hours of 6:30 a.m. and 4:00 p.m. Pacific Time) on which a Notice of
          Conversion is telecopied to and received by the Company shall be
          deemed a "Conversion Date." The Company will deliver the certificates
          representing shares of Common Stock issuable upon conversion of any
          share of Series F Preferred Stock (together with the certificates
          representing the share or shares of Series F Preferred Stock not so
          converted) to the holder thereof via reputable overnight courier, by
          electronic transfer or otherwise within three Business Days after the
          Conversion Date, provided the Company has received the original Notice
          of Conversion and Series F Preferred Stock certificate being so
          converted on or before the close of business of the third Business Day
          after the Conversion Date. In addition to any other remedies which may
          be available to the holders of shares of Series F Preferred Stock, in
          the event that the Company fails to deliver such shares of Common
          Stock within such three Business Day period, the holder will be
          entitled to revoke the relevant Notice of Conversion by delivering a
          notice (by similar method) to such effect to the Company whereupon the
          Company and such holder shall each be restored to their respective
          positions immediately prior to delivery of such Notice of Conversion.
          The Notice of Conversion and Series F Preferred Stock certificates
          representing the portion of the Series F Preferred Stock converted
          shall be delivered as follows:


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                    To the Company:

                           Global MAINTECH Corporation
                           7578 Market Place Drive
                           Eden Prairie, MN 55344
                           Attention:  CEO
                           Telephone:  (612) 944-0400
                           Facsimile:  (612) 944-3311

                    with a copy to:

                           Dorsey & Whitney LLP
                           Pillsbury Center South
                           220 South Sixth Street
                           Minneapolis, Minnesota 55402-1498
                           Attention:  Ken Cutler
                           Telephone: (612) 340-2740
                           Facsimile: (612) 340-8378

               The Company understands that a delay in the issuance of the
          shares of Common Stock beyond the Delivery Date could result in
          economic loss to the holder. As compensation to the holder for such
          loss, the Company agrees to pay late payments to the holder in the
          event that Company's failure to issue and deliver the shares on the
          Delivery Date in accordance with the following schedule (where "No.
          Business Days Late" is defined as the number of Business Days beyond
          three (3) Business Days after the Delivery Date):

                                                  Late Payment For Each $10,000
                                                  of Preferred Stock Liquidation
                     No. Business Days Late            Amount Being Converted
                     ----------------------       ------------------------------
                             1                             $100
                             2                             $200
                             3                             $300
                             4                             $400
                             5                             $500
                            >5                             $500 +$200 for each
                                                           Business  Day Late
                                                           beyond 5 days from
                                                           The Delivery Date

               The Company shall pay any payments incurred under this Section in
          immediately available funds upon demand. Nothing herein shall limit
          the holder's right to pursue actual damages or to cause the Company to
          redeem the Preferred Shares as provided below for the Company's
          actions or inactions resulting in the transfer agent's


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          failure to issue and deliver the Common Stock to the holder.
          Furthermore, in addition to any other remedies which may be available
          to the holder, in the event that the Company fails to deliver such
          shares of Common Stock within five (5) Business Days after the
          Delivery Date, the Holder will be entitled to revoke the relevant
          Notice of Conversion by delivering a notice to such effect to the
          Company whereupon the Company and the holder shall each be restored to
          their respective positions immediately prior to delivery of such
          Notice of Conversion. In the event the Company's actions or inactions
          result in the transfer agent's failure to issue and deliver the Common
          Stock to the holder within ten (10) days after the Delivery Date,
          holder may, at its option, require the Company (without limiting its
          other remedies hereunder) to immediately redeem all outstanding
          Preferred Stock in accordance with Section XI hereof.


               If, by the relevant Delivery Date, the Company fails for any
          reason to deliver the Shares to be issued upon conversion of the
          Preferred Stock and after such Delivery Date, the holder of the
          Preferred Stock being converted (a "Converting Holder") purchases, in
          an open market transaction or otherwise, shares of Common Stock (the
          "Covering Shares") in order to make delivery in satisfaction of a sale
          of Common Stock by the Converting Holder made after a Conversion Date
          (the "Sold Shares"), which delivery such Converting Holder anticipated
          to make using the Shares to be issued upon such conversion (a
          "Buy-In"), the Company shall pay to the Converting Holder, in addition
          to all other amounts contemplated in other provisions of this
          Certificate of Designation and other agreements related hereto, and
          not in lieu thereof, the Buy-In Adjustment Amount (as defined below).
          The "Buy-In Adjustment Amount" is the amount equal to the excess, if
          any, of (x) the Converting Holder's total purchase price (including
          brokerage commissions, if any) for the Covering Shares over (y) the
          net proceeds (after brokerage commissions, if any) received by the
          Converting Holder from the sale of the Sold Shares. The Company shall
          pay the Buy-In Adjustment Amount to the Converting Holder in
          immediately available funds immediately upon demand by the Converting
          Holder. By way of illustration and not in limitation of the foregoing,
          if the Converting Holder purchases shares of Common Stock having a
          total purchase price (including brokerage commissions) of $11,000 to
          cover a Buy-In with respect to shares of Common Stock it sold for net
          proceeds of $10,000, the Buy-In Adjustment Amount which Company will
          be required to pay to the Converting Holder will be $1,000. The
          remedies set forth in this Section V.B shall be cumulative.

          C. If the Common Stock issuable upon the conversion of the Series F
     Preferred Stock shall be changed into the same or different number of
     shares of any class or classes of stock, whether by capital reorganization,
     reclassification or otherwise, then and in each such event, the holders of
     Series F Preferred Stock shall have the right thereafter to convert such
     shares into the kind and amount of shares of stock and other securities and
     property receivable upon such capital reorganization, reclassification or
     other change which such holders would have received had their shares of
     Series F Preferred Stock been converted immediately prior to such capital
     reorganization, reclassification or other change.

          D. If at any time or from time to time there shall be a capital
     reorganization of the Common Stock (other than a subdivision, combination,
     reclassification or exchange of


                                      -6-
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     shares provided for elsewhere in this Section) or a merger or consolidation
     of the Company with or into another corporation, or the sale of all or
     substantially all of the Company's properties and assets to any other
     person (any of which events is herein referred to as a "Reorganization"),
     then as a part of such Reorganization, provision shall be made so that the
     holders of the Series F Preferred Stock shall thereafter be entitled to
     receive upon conversion of the Series F Preferred Stock, the number of
     shares of stock or other securities or property of the Company, or of the
     successor corporation resulting from such Reorganization, to which such
     holder would have been entitled if such holder had converted its shares of
     Series F Preferred Stock immediately prior to such Reorganization. In any
     such case, appropriate adjustment shall be made in the application of the
     provisions of this Section with respect to the rights of the holders of the
     Series F Preferred Stock after the Reorganization, to the end that the
     provisions of this Section (including adjustment of the number of shares
     issuable upon conversion of the Series F Preferred Stock) shall be
     applicable after that event in as nearly equivalent a manner as may be
     practicable.

          E. Upon the occurrence of each adjustment or readjustment of the
     Conversion Price of Series F Preferred Stock as provided herein, the
     Company, at its expense, shall promptly compute such adjustment or
     readjustment in accordance with the terms hereof and prepare and furnish to
     each holder of such Series F Preferred Stock a certificate executed by the
     president and chief financial officer (or in the absence of a person
     designated as the chief financial officer, by the treasurer) setting forth
     such adjustment or readjustment and showing in detail the facts upon which
     such adjustment or readjustment are based. The Company shall, upon written
     request at any time of any holder of Series F Preferred Stock, furnish or
     cause to be furnished to such holder a certificate setting forth (A) the
     Conversion Price at the time in effect, and (B) the number or shares of
     Common Stock and the amount, if any, of other property which at the time
     would be received upon the conversion of a share of Series F Preferred
     Stock.

          F. Upon receipt by the Company of evidence of the loss, theft,
     destruction or mutilation of any Series F Preferred Stock certificate(s),
     and (in the case of loss, theft or destruction) of indemnity or security
     reasonably satisfactory to the Company, and upon the cancellation of the
     Series F Preferred Stock certificate(s), if mutilated, the Company shall
     execute and deliver new certificates for Series F Preferred Stock of like
     tenure and date. However, the Company shall not be obligated to reissue
     such lost or stolen certificates for shares of Series F Preferred Stock if
     the holder contemporaneously requests the Company to convert such shares of
     Series F Preferred Stock into Common Stock.

          G. The Company shall not issue any fraction of a share of Common Stock
     upon any conversion. The Company shall round such fraction of a share of
     Common Stock up to the nearest whole share.

          H. In the event some but not all of the shares of Series F Preferred
     Stock represented by a certificate or certificates surrendered by a holder
     are converted, the Company shall execute and deliver to or on the order of
     the holder, at the expense of the Company, a new certificate representing
     the number of shares of Series F Preferred Stock which were not converted.


                                      -7-
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          I. Each share of Series F Preferred Stock outstanding two years from
     the Issuance Date shall automatically be converted into Common Stock on
     such date at the Conversion Price and such date shall be deemed the
     Conversion Date with respect to such shares.

          J. The Company shall pay any and all original issue and/or transfer
     taxes which may be imposed upon it with respect to the issuance and
     delivery of Common Stock upon conversion of the Series F Preferred Stock.

          K. Subject to the provisions of this Section, if the Company at any
     time shall issue any shares of Common Stock prior to the conversion of the
     entire Stated Value of the Series F Preferred Stock and dividends on such
     Series F Preferred Stock, otherwise than: (i) pursuant to options,
     warrants, or other obligations to issue shares outstanding on the date
     hereof (including issuances pursuant to the Company's proposed transaction
     with Breece Hill Technologies, Inc.) as described in writing to the holders
     prior to the Issuance Date or in SEC filings made by the Company prior to
     the Issuance Date, or (ii) all shares reserved for issuance pursuant to the
     Company's existing stock option, incentive, or other similar plan, which
     plan and which grant is approved by the Board of Directors of the Company
     ((i) and (ii) collectively referred to as the "Existing Obligations"), for
     a consideration less than the fixed Conversion Price set forth in (i) of
     the definition of Conversion Price in Section V.B. above (as adjusted from
     the date hereof (the "Fixed Conversion Price"), then, and thereafter
     successively upon each such issue, the fixed Conversion Price shall, from
     such date forward, equal the resulting quotient of the following formula:
     (y) the number of shares of Common Stock outstanding immediately prior to
     such issue shall be multiplied by the Fixed Conversion Price in effect at
     the time of such issue and the product shall be added to the aggregate
     consideration, if any received by the Company upon such issue of additional
     shares of Common Stock; and (z) the sum so obtained shall be divided by the
     number of shares of Common Stock outstanding immediately after such issue.
     Except for the Existing Obligations and options that may be issued under
     any employee incentive stock option and/or any qualified stock option plan
     adopted by the Company, for purposes of this adjustment, the issuance of
     any security of the Company carrying the right to convert such security
     into shares of Common Stock or of any warrant, right, or option to purchase
     Common Stock shall result in an adjustment to the Fixed Conversion Price
     upon the issuance of shares of Common Stock upon exercise of such
     conversion or purchase rights.

          L. In the event a holder shall elect to convert any share or shares of
     Series F Preferred Stock as provided herein, the Company cannot refuse
     conversion based on any claim that such holder or anyone associated or
     affiliated with such holder has been engaged in any violation of law,
     unless an injunction from a court, restraining and/or enjoining conversion
     of all or part of said shares of Series F Preferred Stock shall have been
     issued and the Company posts a surety bond for the benefit of such holder
     in the amount of 133% of the Stated Value of the Series F Preferred Stock
     and dividends sought to be converted, which is subject to the injunction,
     which bond shall remain in effect until the completion of
     arbitration/litigation of the dispute and the proceeds of which shall be
     payable to such holder in the event it obtains a favorable judgment.


                                      -8-
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     VI. No Reissuance of Series F Preferred Stock. No share or shares of Series
F Preferred Stock acquired by the Company by reason of purchase, conversion or
otherwise shall be reissued, and all such shares shall be canceled, retired and
eliminated from the shares which the Company shall be authorized to issue. The
Company may from time to time take such appropriate corporate action as may be
necessary to reduce the authorized number of shares of the Series F Preferred
Stock accordingly.

     VII. Reservation of Shares. The Company shall, so long as any share or
shares of the Series F Preferred Stock are outstanding reserve and keep
available out of its authorized and unissued Common Stock, solely for the
purpose of effecting the conversion of the Series F Preferred Stock, such number
of shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all of the Series F Preferred Stock then outstanding; provided
that the number of shares of Common Stock so reserved shall be up to 200% of the
number of shares of Common Stock for which the Series F Preferred Stock are at
any time convertible and if at any time the number of authorized but unissued
shares of Common Stock shall not be sufficient to maintain such number of shares
of Common Stock, the Company shall immediately take such corporate action as may
be necessary to increase its authorized but unissued shares of Common Stock to
such number of shares as shall be sufficient for such purpose.

     VIII. Restrictions and Limitations.

          A. Except as expressly provided herein or as required by law, so long
     as any shares of Series F Preferred Stock remain outstanding, the Company
     shall not, without the approval by vote or written consent by the holders
     of at least two thirds of the then outstanding shares of Series F Preferred
     Stock, voting as a separate class take any action that would adversely
     affect the rights, preferences or privileges of the holders of Series F
     Preferred Stock.

          B. Without limiting the generality of the preceding paragraph, the
     Company shall not so long as any shares of Series F Preferred Stock remain
     outstanding amend its Articles of Incorporation without the approval by the
     holders of all of the then outstanding shares of Series F Preferred Stock
     if such amendment would:

               1. create any other class or series of capital stock entitled to
          seniority as to the payment of dividends in relation to the holders of
          Series F Preferred Stock;

               2. reduce the amount payable to the holders of Series F Preferred
          Stock upon the voluntary or involuntary liquidation, dissolution or
          winding up of the Company, or change the relative seniority of the
          liquidation preferences of the holders of Series F Preferred Stock to
          the rights upon liquidation of the holders of other capital stock of
          the Company,

               3. cancel or modify the conversion rights of the holders of
          Series F Preferred Stock provided for in Section V herein; or


                                      -9-
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               4. cancel or modify the rights of the holders of the Series F
          Preferred Stock provided for in this Section.

     IX. No Dilution or Impairment.

          A. The Company shall not, by amendment of its Articles of
     Incorporation or through any reorganization, transfer of assets,
     consolidation, merger, dissolution, issue or sale of securities or any
     other voluntary action, avoid or seek to avoid the observance or
     performance of any of the terms of this Certificate of Designation set
     forth herein, but shall at all times in good faith assist in the carrying
     out of all such terms and in the taking of all such actions as may be
     necessary or appropriate in order to protect the rights of the holders of
     the Series F Preferred Stock against dilution or other impairment. Without
     limiting the generality of the foregoing, the Company (a) shall not
     establish a par value of any shares of stock receivable on the conversion
     of the Series F Preferred Stock above the amount payable therefor on such
     conversion, (b) shall take all such action as may be necessary or
     appropriate in order that the Company may validly and legally issue fully
     paid and nonassessable shares of stock on the conversion of all Series F
     Preferred Stock from time to time outstanding, and (c) shall not
     consolidate with or merge into any other person or entity, or permit any
     such person or entity to consolidate with or merge into the Company (if the
     Company is not the surviving person), unless such other person or entity
     shall expressly assume in writing and will be bound by all of the terms of
     the Series F Preferred Stock set forth herein.

          B. If the Company at any time after the Closing Date shall issue any
     shares of Common Stock prior to the conversion of all shares of the Series
     F Preferred and the dividends thereon, including without limitation, shares
     of Common Stock issued (i) pursuant to options (including those options
     delivered pursuant to any employee, officer or director stock option plan),
     warrants, or other contractual obligations, (ii) upon any private placement
     or secondary offering (iii) as a result of a stock dividend or split, then
     upon each such issuance of Common Stock the Maximum Conversion Price shall
     be reduced by: (y)(I) the number of shares of Common Stock outstanding
     immediately prior to such issuance, multiplied by the Maximum Conversion
     Price in effect at the time of such issuance, plus (II) the aggregate sum,
     if any, received by the Company in consideration for such issuance; divided
     by (z) the number of shares of Common Stock outstanding immediately after
     such issuance.

     X. Notices of Record Date. In the event of:

          A. any taking by the Company of a record of the holders of any class
     of securities for the purpose of determining the holders thereof who are
     entitled to receive any dividend or other distribution, or any right to
     subscribe for, purchase or otherwise acquire any shares of stock of any
     class or any other securities or property, or to receive any other right,
     or

          B. any capital reorganization of the Company, any reclassification or
     recapitalization of the capital stock of the Company, any merger of the
     Company, or any


                                      -10-
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     transfer of all or substantially all of the assets of the Company to any
     other corporation, or any other entity or person, or

          C. any voluntary or involuntary dissolution, liquidation or winding up
     of the Company, then and in each such event the Company shall mail or cause
     to be mailed to each holder of Series F Preferred Stock a notice specifying
     (i) the date on which any such record is to be taken for the purpose of
     such dividend, distribution or right and a description of such dividend,
     distribution or right, (ii) the date on which any such reorganization,
     reclassification, recapitalization, transfer, merger, dissolution,
     liquidation or winding up is expected to become effective and (iii) the
     time, if any, that is to be fixed, as to when the holders of record of
     Common Stock (or other securities) shall be entitled to exchange their
     shares of Common Stock (or other securities) for securities or other
     property deliverable upon such reorganization, reclassification,
     recapitalization, transfer, merger, dissolution, liquidation or winding up.
     Such notice shall be mailed at least ten Business Days prior to the date
     specified in such notice on which such action is to be taken.

     XI. Redemption.

          A. For so long as the Company has not received a Notice of Conversion
     for such shares, the Company may, at its option, repay, in whole or in
     part, the Series F Preferred Stock shares at the Redemption Price (as
     defined below). The Series F Preferred Stock is redeemable as a series, in
     whole or in part, by the Company by providing written notice (the
     "Redemption Notice") to the holder of the Series F Preferred Stock via
     facsimile at his or her address as the same shall appear on the books of
     the Company (the Business Day between the hours of 6:30 a.m. and 4:00 p.m.
     Pacific Time the Redemption Notice is received by the holders of the Series
     F Preferred Stock via facsimile is defined to be the "Redemption Notice
     Date"). Within ten Trading Days after the Redemption Notice Date the
     Company shall make payment of the Redemption Price (as defined below) in
     immediately available funds to the holder for the shares of Series F
     Preferred Stock which are the subject of the Redemption Notice (such date
     of payment referred to as the "Redemption Date"). Partial redemptions shall
     be in an aggregate principal amount of at least $100,000. If fewer than all
     of the outstanding shares of Series F Preferred Stock are to be redeemed,
     the Company will select those to be redeemed pro-rata amongst the then
     holders of the Series F Preferred Stock based on the number of shares of
     Series F Preferred Stock then outstanding.

          B. In the event the Company serves a Redemption Notice, the Redemption
     Price shall be equal to the greater of (i) 125% of the Stated Value of the
     shares of Series F Preferred Stock which are subject to such Redemption
     Notice, plus all accrued but unpaid dividends on such shares, or (ii) the
     "Economic Benefit" of the shares of Series F Preferred Stock which are the
     subject of such Redemption Notice. "Economic Benefit" shall mean the dollar
     value derived if the shares of Series F Preferred Stock which were the
     subject of the Redemption Notice were converted on the Redemption Notice
     Date and sold on the Redemption Notice Date at the Closing Bid Price of the
     Common Stock on the Redemption Notice Date.


                                      -11-
<PAGE>

          C. The Notice of Redemption shall set forth (i) the Redemption Date
     and the place fixed for redemption, (ii) the Redemption Price, (iii) a
     statement that dividends on the shares of Series F Preferred Stock to be
     redeemed will cease to accrue on such Redemption Date, (iv) a statement of
     or reference to the conversion right set forth herein, and (v) confirmation
     that the Company has the full Redemption Price reserved as set forth in F.
     below. If fewer than all the shares of the Series F Preferred Stock owned
     by such holders are then to be redeemed, the notice shall specify the
     number of shares thereof that are to be redeemed and, if practicable, the
     numbers of the certificates representing such shares. Within five Trading
     Days of the Redemption Notice Date, the Company shall wire transfer the
     appropriate amount of funds to the holders of the Series F Preferred Stock.
     If the Company fails to comply with the redemption provisions set forth
     herein by the sixth Trading Day after the Redemption Notice Date (or in the
     case of a public offering as contemplated in F below, by the sixth Trading
     Day after the Redemption Notice Date) relating to the Redemption Notice,
     the redemption will be declared null and void and the Company shall not be
     permitted to serve another Redemption Notice. For the first five Trading
     Days after the Redemption Notice Date, the holders of the Series F
     Preferred Stock will retain their conversion rights with respect to a
     maximum of twenty percent (20%) of the number of shares subject to the
     redemption. If the holders of the Series F Preferred Stock elect to so
     convert the Series F Preferred Stock after the receipt of the Redemption
     Notice, the Company must receive notice of such election within twenty-four
     (24) hours from the time the Redemption Notice was received by the holders
     of the Series F Preferred Stock. In the event the Company has not complied
     with the redemption provisions set forth herein the Company must comply
     with the delivery requirements of any then outstanding Conversion Notice as
     set forth herein. The holders shall send the shares of Series F Preferred
     Stock being redeemed or converted to the Company within three (3) Business
     Days after they have received good funds for the Redemption Price of the
     redeemed shares.

          D. Subject to the receipt by the holders of the Series F Preferred
     Stock being redeemed of the wire transfer of the Redemption Price as
     described above, each share of Series F Preferred Stock to be redeemed
     shall be automatically canceled and converted into a right to receive the
     Redemption Price, and all rights of the Series F Preferred Stock, including
     the right to conversion shall cease without further action.

          E. The Redemption Price shall be adjusted proportionally upon any
     adjustment of the Conversion Price as provided herein and in the event of
     any stock dividend, stock split, combination of shares or similar event.

          F. The Company shall not be entitled to send any Redemption Notice and
     begin the redemption procedure hereunder unless it has:

               (a) the full amount of the Redemption Price in cash, available in
          a demand or other immediately available account in a bank or similar
          financial institution, specifically allotted for such redemption;


                                      -12-
<PAGE>

               (b) immediately available credit facilities, in the full amount
          of the Redemption Price with a bank or similar financial institution
          specifically allotted for such redemption; or

               (c) a combination of the items set forth in (i) and (ii) above,
          aggregating the full amount of the Redemption Price.

     Notwithstanding the foregoing, in the event the redemption is expected to
     be made contemporaneously with the closing of a public offering of the
     Company's securities for an amount in excess of the Redemption Price, the
     Company shall not be required to have the full amount of the Redemption
     Price available to it as set forth above.

     XII. 4.99% Limitation. Notwithstanding the provisions hereof, in no event
shall each holder be entitled to convert any shares of the Series F Preferred
Stock to the extent that, after such conversion, the sum of (1) the number of
shares of Common Stock beneficially owned by such holder and its affiliates
(other than shares of Common Stock which may be deemed beneficially owned
through the ownership of the unconverted shares of the Series F Preferred
Stock), and (2) the number of shares of Common Stock issuable upon the
conversion of the shares of Series F Preferred Stock with respect to which the
determination of this proviso is being made, would result in beneficial
ownership by such holder and its affiliates of more than 4.99% of the
outstanding shares of Common Stock. For purposes of the proviso to the
immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "1934 Act"). Any issuance by the Company to a holder in excess of the limit
contained in this Paragraph shall be null and void, ab initio, and upon notice
of such invalid issuance, the Company shall correct its books and cause its
transfer agent's books to be corrected forthwith to reflect that the holder's
ownership of Common Stock is within the limit set forth herein. Holder shall
immediately deliver any certificates for invalidly issued Common Stock to the
Company's transfer agent. The Company further agrees to (i) immediately reissue
certificates for Common Stock to the extent that a portion of the Common Stock
represented by said certificates have been validly issued and (ii) immediately
reissue all or a portion of those shares which were deemed invalidly issued (at
a price set forth in the original conversion notices applicable to such shares)
upon notice from the holder that the reissuance of such shares would not cause
such holder to have a beneficial ownership interest in excess of 4.99%. The
Company hereby indemnifies and holds each holder free and harmless in connection
with any and all liabilities, losses, costs and expenses, including, without
limitation, attorneys' fees and costs arising from or relating to claims made by
any third parties with respect to any and all purported violations by each
holder under Sections 13(d) and 16 resulting from a conversion(s) of the Series
F Preferred Stock, unless such claim arises from such holder's default of its
obligations hereunder, or representations or warranties contained herein. The
4.99% limitation shall not apply to the automatic conversion upon the Maturity
Date as contained herein.

     XIII "Cap Regulations". The Company shall take all steps reasonably
necessary to be in a position to issue shares of Common Stock on conversion


                                      -13-
<PAGE>

of the Series F Preferred Stock without violating the "Cap Regulations". If
despite taking such steps, the Company is limited in the number of shares of
Common Stock it may issue by the "Cap Regulations," to the extent that the
Company cannot issue such shares of Common Stock, due upon a Notice of
Conversion, without violating the Cap Regulations, the Company shall immediately
notify Buyer the number of shares of the Series F Preferred Stock which are not
convertible as a result of said Cap Regulations (the "Unconverted Preferred
Stock") and within five (5) Business Days of the applicable Notice of Conversion
redeem the Unconverted Preferred Stock for an amount in cash (the "Redemption
Amount") equal to the "Economic Benefit" of such Unconverted Preferred Stock.
"Economic Benefit" for purposes of this Article XIII shall mean the dollar value
derived if such Unconverted Preferred Stock were converted into Common Stock as
set forth in the Notice of Conversion and the Common Stock was sold on the date
of the Notice of Conversion at the Closing Bid Price of the Common Stock on the
date of the Notice of Conversion.


     IN WITNESS WHEREOF, I have subscribed my name this 17th day of February,
2000.




                                       GLOBAL MAINTECH CORPORATION


                                       By: /s/ James Geiser
                                           -------------------------------
                                               Name: James Geiser
                                               Title: Secretary


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