<PAGE>

                                                                  EXECUTION COPY


                     CERTIFICATE OF DESIGNATION OF SERIES

                  AND DETERMINATION OF RIGHTS AND PREFERENCES

                                      OF

                     SERIES C CONVERTIBLE PREFERRED STOCK

                                      OF

                             PLANVISTA CORPORATION



          PLANVISTA CORPORATION, a Delaware corporation (the "Company"), acting
                                                              -------
pursuant to Section 151 of the General Corporation Law of Delaware, does hereby
submit the following Certificate of Designation of Series and Determination of
Rights and Preferences (this "Certificate") of its Series C Convertible
                              -----------
Preferred Stock, as determined by the Board of Directors of the Company (the
"Board") pursuant to the authority vested in it by the provisions of the
 -----
Restated Certificate of Incorporation of the Company (the "Certificate of
                                                           --------------
Incorporation"):
-------------

          FIRST:  The name of the Company is PlanVista Corporation.

          SECOND: By unanimous consent of the Board, dated March 27, 2002, the
following resolutions were duly adopted:

          WHEREAS, the Certificate of Incorporation authorizes 20,000,000 shares
of preferred stock, par value $0.01 per share (the "Preferred Stock"), issuable
                                                    ---------------
from time to time in one or more series;

          WHEREAS, the Board is authorized, subject to certain limitations
prescribed by law and certain provisions of the Certificate of Incorporation, to
establish and fix the number of shares to be included in any series of Preferred
Stock and the designation, rights, preferences, powers, restrictions and
limitations of the shares of such series; and

          WHEREAS, the Board deems it advisable to establish a series of
Preferred Stock, designated as Series C Convertible Preferred Stock, par value
$0.01 per share.

          NOW THEREFORE, BE IT RESOLVED, that the series of Preferred Stock
designated as Series C Convertible Preferred Stock is hereby authorized and
established; and

          FURTHER, RESOLVED, that the Board does hereby fix and determine the
designation, rights, preferences, powers, restrictions and limitations of the
Series C Convertible Preferred Stock as follows:
<PAGE>

          Section 1.  Definitions.  As used in this Certificate, and unless
                      -----------
the context requires a different meaning, the following terms, when capitalized,
have the meanings indicated:

          "Additional Shares of Common Stock" shall have the meaning set forth
           ---------------------------------
in Section 6(d)(i)(C).
   ------------------

          "Administrative Agent" means Wachovia Bank, National Association, in
           --------------------
its capacity as administrative agent for and representative of the Lenders under
the Credit Agreement.

          "Affiliate" means, with respect to any Person, any other Person
           ---------
directly or indirectly controlling (which may include, but is not limited to,
all directors and officers of such Person), controlled by, or under direct or
indirect common control with such Person. A Person shall be deemed to control a
corporation if such Person possesses, directly or indirectly, the power (i) to
vote 10% or more of the securities having ordinary voting power for the election
of directors of such corporation or (ii) to direct or cause the direction of the
management and policies of such corporation, whether through the ownership of
voting securities, by contract or otherwise.

          "beneficial owner" or "beneficially own" has the meaning given such
           ----------------      ----------------
term in Rule 13d-3 under the Exchange Act and a Person's beneficial ownership of
voting securities shall be calculated in accordance with the provisions of such
Rule; provided, however, that for purposes of determining beneficial ownership,
      --------  -------
a Person shall be deemed to be the beneficial owner of any security which may be
acquired by such Person whether within 60 days or thereafter, upon the
conversion, exchange or exercise of any warrants, options, rights or other.

          "Board" shall have the meaning set forth in the Recitals hereto.
           -----

          "Board Shift Event" means (i) the occurrence of a Net Cash Flow
           -----------------
Deficiency determined as of the end of any fiscal quarter ending on or after
March 31, 2002, (ii) the occurrence of any default in the payment of any
installment or other required payment of interest or principal under the Credit
Agreement and the continuation after any applicable grace period, or (iii) a
failure by the Company to redeem all of the outstanding shares of Series C
Preferred Stock by the Target Redemption Date.

          "Business Day" means for all purposes any day other than a Saturday,
           ------------
Sunday or legal holiday on which banks in Charlotte, North Carolina or New York,
New York, are open for the conduct of their commercial banking business.

          "Capital Reorganization" shall have the meaning set forth in Section
           ----------------------                                      -------
6(j).
----

          "Capital Stock" means, with respect to any Person at any time, any and
           -------------
all shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of capital stock, partnership interests (whether
general or limited) or equivalent ownership interests in or issued by such
Person, and with respect to the Company includes, without limitation, any and
all shares of Common Stock and the Series C Preferred Stock.

                                       2
<PAGE>

          "Certificate" shall have the meaning set forth in the Recitals hereto.
           -----------

          "Certificate of Incorporation" shall have the meaning set forth in the
           ----------------------------
Recitals hereto.

          "Common Stock" shall have the meaning set forth in Section 2.
           ------------                                      ---------

          "Company" shall have the meaning set forth in the Recitals hereto.
           -------

          "Conversion Date" shall have the meaning set forth in Section 6(c)(i).
           ---------------                                      ---------------

          "Conversion Price" shall have the meaning set forth in Section 6(a).
           ----------------                                      ------------

          "Conversion Rights" shall have the meaning set forth in Section 6.
           -----------------                                      ---------

          "Convertible Security" shall have the meaning set forth in Section
           --------------------                                      -------
6(d)(i)(B).
----------

          "Credit Agreement" means that certain Third Amended and Restated
           ----------------
Credit Agreement, dated on or about the date hereof, among the Company and
PlanVista Solutions, Inc. (f/k/a National Preferred Provider Network, Inc.), a
New York corporation and wholly-owned subsidiary of the Company, as borrowers,
the lenders from time to time party thereto, and the Administrative Agent, as
the same may be amended, restated, supplemented or modified from time to time in
accordance with the terms thereof.

          "Daily Receipts" has the meaning assigned to such term in the Credit
           --------------
Agreement.

          "Default Rate" shall have the meaning set forth in Section 9.
           ------------                                      ---------

          "Dividend Payment Date" means each March 31, June 30, September 30 and
           ---------------------
December 31 of each year, commencing after the date of (i) the Original Issue
Date or (ii) the Subsequent Issue Date, as the case may be.

          "Dividend Period" means each quarterly period beginning on January 1,
           ---------------
April 1, July 1 and October 1 in each year and ending on and including the day
immediately preceding the first day of the next quarterly period, except that
the first Dividend Period shall commence on the Original Issue Date.

          "Dividend Rate" means 10% per annum until the first anniversary of the
           -------------
Original Issue Date and 12% per annum thereafter.

          "Equity Incentive Plans" means, collectively, the Company's Employee
           ----------------------
Stock Option Plan, Director Stock Option Plan and Directors' Equity Plan.

          "Equity Securities" means any and all shares of Capital Stock of the
           -----------------
Company, securities of the Company convertible into, or exchangeable or
exercisable for, such shares, and options, warrants or other rights to acquire
such shares.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
           ------------
amended, and the rules and regulations of the Commission promulgated thereunder.

                                       3
<PAGE>

          "Fully Diluted" means, with respect to any determination of the number
           -------------
of shares of Common Stock outstanding, the sum, as of the date of such
determination, of (i) the number of shares of Common Stock actually issued and
outstanding, plus (ii) the maximum number of shares of Common Stock issuable
upon the exercise or conversion of all Options, Convertible Securities and
Rights outstanding (regardless of whether any such Options, Convertible
Securities and Rights are exercisable on such date of determination).

          "Group" has the meaning assigned to such term in Section 13(d)(3) of
           -----                                           ----------------
the Exchange Act, as amended.

          "Junior Securities" shall have the meaning set forth in Section 2.
           -----------------                                      ---------

          "Lenders" means the financial institutions that are party to the
           -------
Credit Agreement from time to time, other than the Administrative Agent in its
capacity as such.

          "Liquidation" shall have the meaning set forth in Section 4(a).
           -----------                                      ------------

          "Liquidation Preference" shall have the meaning set forth in Section
           ----------------------                                      -------
4(a).
----

          "Liquidation Value" shall have the meaning set forth in Section 4(a).
           -----------------                                      ------------

          "Liquidity Event" shall mean (i) any merger (other than a merger
           ---------------
pursuant to which the Company effects an acquisition of another entity),
consolidation, sale, lease, transfer or other disposition of at least 50% of the
assets or businesses of the Company and its Subsidiaries taken as a whole in a
single transaction or in a series of related transactions, and (ii) the sale or
transfer (however effected, including by way of merger or consolidation or
issuance) in a single transaction or in a series of related transactions of
Capital Stock of the Company, whereby as a result of such transfer, a Person or
Persons not having the power to elect a majority of the Board prior to such
transaction or transactions acquires the power to elect a majority of the Board.

          "Net Cash Flow Deficiency" means for any of the Company's fiscal
           ------------------------
quarters set forth below, a failure by the Company to achieve Net Operating Cash
Flow for such quarter at least equal to amount specified for such quarter below,
as shown by the calculation of Net Operating Cash Flow delivered by the Company
to the holders of the Series C Preferred Stock not later than fifteen (15) days
following the last day of the calendar quarter ending after the Original Issue
Date:

<TABLE>
<CAPTION>
                                                                                  Quarter ended
                                                                                12/31/02 and all
Quarter ended 3/31/02      Quarter ended 6/30/02     Quarter ended 9/30/02     subsequent quarters
---------------------      ---------------------     ---------------------     -------------------
<S>                        <C>                       <C>
      $225,000                   $600,000                   $700,000                $750,000
</TABLE>

          "Net Operating Cash Flow" means, for any period, the sum
           -----------------------
(without duplication) of Daily Receipts (net of any chargebacks or dishonors)
less Operating Expenses but excluding (to the extent previously included in
----
Operating Expenses) payments to Arthur Andersen

                                       4
<PAGE>

Consulting, O'Melveny & Myers LLP, FTI/Policano & Manzo, Fowler White Boggs
Banker P.A., Akin, Gump, Strauss, Hauer & Feld, L.L.P., PricewaterhouseCoopers,
LLC and any other consultant engaged by the Company or PVSI, in each case solely
to the extent such payments were made on account of services provided to
consummate the transactions contemplated hereby, including, without limitation,
the Restructuring Transactions.

          "Operating Expenses" means, for any period, the sum (without
           ------------------
duplication) of the following items paid in cash during such period: (a) payroll
and employee taxes plus (b) commissions and brokers fees plus (c) employee
                   ----                                  ----
benefits expenses plus (d) network payments plus (e) rent for real property
                  ----                      ----
leased by the Company, PVSI or any of their respective Subsidiaries plus (f)
                                                                    ----
utilities and telecommunications expenses plus (g) software license fees plus
                                          ----                           ----
(h) litigation expenses (including amounts paid in settlement) plus (i) state
                                                               ----
and federal income taxes plus (j) bank interest and fees plus (k) insurance
                         ----                            ----
costs plus (l) expenses identified as "Other Operating Expenses" on the balance
      ----
sheet of the Company and its Subsidiaries, including, among other things,
expenses incurred in connection with sales and marketing (such as travel,
customer entertainment, postage, promotional items and professional fees not
otherwise excluded from Operating Expenses pursuant to the definition of Net
Operating Cash Flow). To the extent paid with cash proceeds earmarked for the
particular purpose, payments of so-called "pass throughs" shall not be
considered Operating Expenses.

          "Option" shall have the meaning set forth in Section 6(d)(i)(A).
           ------                                      ------------------

          "Original Issue Date" shall have the meaning set forth in Section 2.
           -------------------                                      ---------

          "Parity Securities" shall have the meaning set forth in Section 2.
           -----------------                                      ---------

          "Period Rate" shall have the meaning set forth in Section 3(a).
           -----------                                      ------------

          "Person" means any individual, corporation, limited liability company,
           ------
limited or general partnership, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any agency or political
subdivisions thereof or any Group comprised of two or more of the foregoing.

          "Preferred Stock" shall have the meaning set forth in the Recitals
           ---------------
hereto.

          "Preferred Stock Issuance and Restructuring Agreement" means that
           ----------------------------------------------------
certain Series C Convertible Preferred Stock Issuance and Restructuring
Agreement, dated on or about the date hereof, by and among the Company, the
Lenders and the Administrative Agent.

          "PVSI" means PlanVista Solutions, Inc., a New York corporation and a
           ----
Subsidiary of the Company.

          "Redemption Date" means, when used with respect to any Series C
           ---------------
Preferred Stock to be redeemed, the date fixed for such redemption by the
Company in accordance with the terms of this Certificate.

                                       5
<PAGE>

          "Redemption Default" shall mean the failure to redeem the Series C
           ------------------
Preferred Stock and pay the Redemption Price in full in accordance with Section
                                                                        -------
8 on the Redemption Date.
-

          "Redemption Notice" shall have the meaning set forth in Section 8(c).
           -----------------                                      ------------

          "Redemption Price" means, with respect to any share of Series C
           ----------------
Preferred Stock, the price at which such share of Series C Preferred Stock is to
be redeemed pursuant to the terms of this Certificate.

          "Requisite Majority" means more than fifty (50%) per cent of the
           ------------------
outstanding shares of Series C Preferred Stock.

          "Requisite Super-majority" means more than eighty-four (84%) percent
           ------------------------
of the outstanding shares of Series C Preferred Stock.

          "Reserved Employee and Director Shares" shall have the meaning set
           -------------------------------------
forth in Section 6(d)(i)(D).
         ------------------

          "Restructuring Transactions" has the meaning assigned to such term in
           --------------------------
the Credit Agreement.

          "Rights to Acquire Common Stock" or "Rights" shall have the meaning
           ------------------------------      ------
set forth in Section 6(d)(i)(E).
             ------------------

          "Securities Act" means the Securities Act of 1933, as amended, and the
           --------------
rules and regulations of the SEC promulgated thereunder.

          "Senior Securities" shall have the meaning set forth in Section 2.
           -----------------                                      ---------

          "Series C Preferred Stock" shall have the meaning set forth in Section
           ------------------------                                      -------
2.
-

          "Stockholders Agreement" shall mean the Stockholders Agreement, dated
           ----------------------
on or about the date hereof, between the Company and the Lenders.

          "Subsequent Issue Date" shall mean, with respect to any shares of
           ---------------------
Series C Preferred Stock issued after the Original Issue Date, the date on which
such shares of Series C Preferred Stock were issued.

          "Subsidiary" shall mean, with respect to any Person, any corporation,
           ----------
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock or other equity interests entitled (without
regard to occurrence of any contingency) to vote in the election of directors or
other managing authority thereof is at the time owned or controlled, directly or
indirectly, by such Person or its Subsidiaries.

          "Target Redemption Date" shall mean the date that is the 18-month
           ----------------------
anniversary of the Original Issue Date.

                                       6
<PAGE>

          "Wholly Owned Subsidiary" shall mean, as to any Person, (i) a
           -----------------------
corporation 100% of whose Capital Stock is at the time owned by such Person
and/or one or more Wholly Owned Subsidiaries of such Person and (ii) any
partnership, association, joint venture or other entity in which such person
and/or one or more Wholly Owned Subsidiaries of such Person has a 100% equity
interest at such time.

          Section 2. Designation; Rank. This series of convertible preferred
                     -----------------
stock shall be designated and known as the "Series C Convertible Preferred
Stock" (hereinafter in this Certificate called the "Series C Preferred Stock").
                                                    ------------------------
The number of shares constituting the Series C Preferred Stock shall be 40,000
shares (including shares of Series C Preferred Stock which may be issued in
payment of dividends pursuant to Section 3). The par value of the Series C
                                 ---------
Preferred Stock shall be $0.01 per share of Series C Preferred Stock. The Series
C Preferred Stock shall, with respect to dividends and rights upon liquidation,
dissolution or winding up, whether voluntary or involuntary, rank: (i) senior to
the common stock of the Company, par value $0.01 per share (the "Common Stock"),
                                                                 ------------
and to each other class of Capital Stock or series of Preferred Stock or other
equity-linked security established after the date on which the first share of
Series C Preferred Stock is issued by the Company under this Certificate (the
"Original Issue Date") by the Board the terms of which do not expressly provide
 -------------------
that it ranks senior to or on a parity with the Series C Preferred Stock as to
dividends and rights upon liquidation, dissolution or winding up, whether
voluntary or involuntary (collectively referred to with the Common Stock, as
"Junior Securities"); (ii) on a parity with any additional shares of Series C
 -----------------
Preferred Stock issued by the Company in the future and any other class of
Capital Stock or series of Preferred Stock or other equity-linked security
issued by the Company established after the Original Issue Date by the Board,
the terms of which expressly provide that it will rank on a parity with the
Series C Preferred Stock as to dividends and rights upon liquidation,
dissolution or winding up, whether voluntary or involuntary (collectively
referred to as "Parity Securities"); and (iii) junior to each class of Capital
                -----------------
Stock or series of Preferred Stock or other equity-linked security issued by the
Company after the Original Issue Date by the Board the terms of which expressly
provide that it will rank senior to the Series C Preferred Stock as to dividends
and rights upon liquidation, dissolution or winding up, whether voluntary or
involuntary (collectively referred to as "Senior Securities"). Without limiting
                                          -----------------
the generality of the foregoing, so long as the Series C Preferred Stock is
outstanding, without the consent of the holders of the Requisite Super-majority
of the outstanding shares of Series C Stock, (a) no other class or series of
Capital Stock may be issued which is mandatorily redeemable or which provides
for a sinking fund prior to the date on which all of the Series C Preferred
Stock shall have been redeemed or any other payment of any type before such date
(other than the payment of in-kind dividends on shares of Capital Stock), (b) no
class or series of Capital Stock of the Company may have terms which are
equivalent or more favorable than the terms of the Series C Preferred Stock,
including without limitation, as to: (i) redemption or principal repayment; (ii)
maturity; (iii) rights to receive dividends; (iv) rights upon liquidation,
dissolution, or winding-up of the Company or any Subsidiary of the Company,
whether voluntary or involuntary, or distribution of the assets of the Company
or any Subsidiary of the Company; and (v) covenants, except in each case to the
extent that the rights of such class only take effect upon the redemption in
full of the Series C Preferred Stock, and (c) no class or series of Capital
Stock of the Company may contain provisions, including provisions which would
require any action to be taken with respect to such Capital Stock of the Company
upon or as a result of the redemption of the Series C Preferred Stock, which
would prevent the redemption or sale of the Series C Preferred Stock or would
prevent the

                                       7
<PAGE>

payment of cash dividends to the holders of the Series C Preferred Stock (other
than Parity Securities so long as any payment of dividends, whether in cash or
in kind, would be paid pro rata to the holders of all Parity Securities
requiring the same).

          Section 3.     Dividends.
                         ---------

          (a)  Amount. The holders of outstanding shares of Series C Preferred
               ------
Stock shall be entitled to receive, out of the assets of the Company which are,
by law, available for such payment, cumulative dividends, on each share of
Series C Preferred Stock held by such holders, which dividends for each Dividend
Period shall be equal to the pro rated Dividend Rate per annum, unless at any
                             --- -----
time during such Dividend Period there shall have occurred or there shall exist
a Redemption Default, in which case such holders of Series C Preferred Stock
shall be entitled to dividends at the Default Rate per annum for the portion of
the Dividend Period during which such Redemption Default existed (the Dividend
Rate or the Default Rate as the case may be, the "Period Rate"). The dividend
                                                  -----------
that will be payable or that will accumulate in respect of each share of Series
C Preferred Stock for each Dividend Period shall be equal to the product of (a)
the Liquidation Preference for such share, multiplied by (b) the Period Rate for
such period, multiplied by (c) a fraction, the numerator of which is the number
of days that such share was outstanding during such Dividend Period and the
denominator of which is 365.

          (b)  Payment of Dividends. Dividends on the Series C Preferred Stock
               --------------------
shall be payable on each Dividend Payment Date in kind in shares of Series C
Preferred Stock valued at the Liquidation Value per share, or in cash out of the
assets of the Company which are, by law, available for such payment, at the
option of the Company. Dividends on each share of Series C Preferred Stock shall
accrue and be cumulative (whether or not declared by the Board) from the
Original Issue Date or Subsequent Issue Date, as the case may be, and shall be
payable in arrears, when and as declared by the Board out of funds legally
available therefor, if and to the extent permitted under the Credit Agreement on
each Dividend Payment Date. Notwithstanding the foregoing, if any Dividend
Payment Date is not a Business Day, such dividend shall be paid on the next
succeeding Business Day. Accumulated and unpaid dividends, whether or not
declared, shall compound. The Company shall take all actions required or
permitted under the General Corporation Law of Delaware to permit the payment of
dividends on the Series C Preferred Stock and shall declare and pay such
dividends to the extent legally permissible and if to the extent permitted under
the Credit Agreement on each Dividend Payment Date. All dividends payable in
kind in shares of Series C Preferred Stock shall be payable in whole shares
only, with amounts up to but not including $500.00 rounded down to the nearest
whole shares and amounts in excess of $500.00 rounded up to the nearest whole
share.

          (c)  Dividends Priority. So long as any shares of Series C Preferred
               ------------------
Stock are outstanding, neither the Company nor any of its Subsidiaries may,
directly or indirectly (whether in cash, property or in obligations of the
Company or any Subsidiary of the Company), declare or pay or set aside for
payment any dividends on distributions in respect of, or make any other payment
of any kind with respect to, or repurchase, redeem or otherwise acquire, any
Capital Stock of the Company or any Subsidiary of the Company other than (i)
with respect to the Series C Preferred Stock and Parity Securities so long as
all such actions in connection with the Series C Preferred Stock and Parity
Securities are done on a pro rata basis among all outstanding shares of Series C
                         --- ----
Preferred Stock and Parity Securities, (ii) distributions or dividends to the

                                       8
<PAGE>

Company or direct or indirect Wholly Owned Subsidiaries of the Company or (iii)
other dividends permitted to be made pursuant to the Credit Agreement. The
Series C Preferred Stock will rank senior to all other Capital Stock of the
Company (other than Parity Securities) and pari passu with respect to Parity
Securities.

          Section 4.     Liquidation Rights.
                         ------------------

          (a)  In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Company (a "Liquidation"), the
                                                            -----------
holders of Series C Preferred Stock shall be entitled to receive, before any
distribution or payment shall be made to the holders of any Junior Securities,
out of the remaining assets of the Company available for distribution to its
stockholders, with respect to each share of Series C Preferred Stock held by
such holder and each share of Series C Preferred Stock issuable to such holder
in respect of accrued but unpaid dividends, an amount in cash equal to the sum
of (A) $1,000 (the "Liquidation Value") plus (B) an amount equal to all accrued
                    -----------------   ----
but unpaid cash dividends payable with respect to such shares of Series C
Preferred Stock (whether or not declared, whether or not funds of the Company
are legally available for the payment of dividends and whether or not such
dividends have been declared by the Board), in each case as adjusted for any
stock dividends, combinations or splits or similar events with respect to such
shares (such sum being the "Liquidation Preference"). If upon any Liquidation,
                            ----------------------
the assets of the Company available for distribution to its stockholders shall
be insufficient to pay the holders of Series C Preferred Stock and holders of
Parity Securities the full Liquidation Preference to which each such holder
shall be entitled, all of the assets of the Company available for distribution
to its stockholders shall be distributed to the holders of the Series C
Preferred Stock and holders of Parity Securities pro rata in accordance with the
                                                 --- ----
aggregate Liquidation Preference of shares of Series C Preferred Stock and the
aggregate liquidation preference of Parity Securities held by each such holder.

          (b)  After payment in full of the Liquidation Preference, the
remaining assets of the Company legally available for distribution, if any,
shall be distributed to the holders of any Junior Securities.

          (c)  Any property not consisting of cash which is distributed by the
Company to the holders of the Series C Preferred Stock pursuant to Section 4(a)
                                                                   ------------
or otherwise shall be valued at the Fair Market Value (as defined below)
thereof. For purposes of this Section 4, the "Fair Market Value" of any property
                              ---------       -----------------
shall mean the fair market value thereof as determined in good faith by the
Board; provided, however, that the value of any securities will be determined as
       --------  -------
follows:

               (i)       Securities not subject to investment letter or other
     similar restrictions on free marketability covered by (ii) below:

                         (A)  If traded on a securities exchange or through the
          Nasdaq National Market, the value shall be deemed to be the average of
          the closing prices of the securities on such quotation system over the
          30 day period ending three days prior to the closing;

                                       9
<PAGE>

                                (B)  If actively traded over-the-counter, the
                    value shall be deemed to be the average of the closing bid
                    or sale prices (whichever is applicable) over the 30 day
                    period ending three days prior to the closing; and

                                (C)  If there is no active public market, the
                    value shall be the fair market value thereof, as mutually
                    determined by the Board and the holders of at least the
                    Requisite Super-majority of the voting power of all then
                    outstanding shares of Series C Preferred Stock.

                         (ii)   The method of valuation of securities subject to
          investment letter or other restrictions on free marketability (other
          than restrictions arising solely by virtue of a stockholder's status
          as an Affiliate or former Affiliate of the issuer of such securities)
          shall be to make an appropriate discount from the market value
          determined as above in clause (i)(A), (B) or (C) to reflect the
          approximate fair market value thereof, as mutually determined by the
          Board and the holders of at least the Requisite Super-majority of the
          shares of all then outstanding shares of Series C Preferred Stock.

                    (d)  For purposes of this Section 4, holders of the
                                              ---------
Requisite Majority of the outstanding shares of Series C Preferred Stock, voting
together as a single class, may designate that (1) a merger or consolidation of
the Company with or into another Person where (A) the stockholders of the
Company immediately prior to such transaction in the aggregate cease to own at
least 50% of the voting securities of the entity surviving or resulting from
such transaction (or ultimate parent thereof) or (B) any Person becomes the
beneficial owner of more than 50% of the voting securities of the entity
surviving or resulting from such transactions (or ultimate parent thereof) or
(2) a sale, lease, transfer or other disposition of all or substantially all of
the Company's assets or stock of its Subsidiaries shall be deemed a liquidation,
dissolution or winding up of the Company with respect to the Series C Preferred
Stock, and holders of shares of Series C Preferred Stock shall be entitled to
payment of the Liquidation Preference in accordance with this Section 4.
                                                              ---------

                    Section 5.  Voting Rights; Governance.
                                -------------------------

                    (a)  Generally. Holders of shares of Series C Preferred
                         ---------
Stock shall have such voting rights as are (i) expressly provided in this
Certificate or (ii) otherwise provided by applicable law.

                    (b)  Board of Directors; Election of Directors; Committees.
                         -----------------------------------------------------
So long as at least 12,000 shares of Series C Preferred Stock shall be
outstanding, notwithstanding any other provision of the Certificate of
Incorporation or the By-laws of the Company, the number of directors
constituting the entire Board shall be seven (7), who shall be divided into
Class A Directors and Class B Directors. The Class A Directors shall be elected
solely by the holders of the Common Stock, voting separately as a class and the
Class B Directors shall be elected solely by the holder of the Series C
Preferred Stock, voting separately as a class. In addition, so long as at least
12,000 shares of Series C Preferred Stock shall be outstanding, notwithstanding
any other provision of the Certificate of Incorporation or the By-laws of the
Company, the Company shall have an Executive Committee of the board which shall
consist of two Class A Directors and two Class B Directors, and any action by
such committee shall require the vote of a majority of the

                                       10
<PAGE>

members of such committee. At all times prior to a Board Shift Event, four (4)
of the directors shall be Class A Directors and three (3) of the directors shall
be Class B Directors. Upon the occurrence of a Board Shift Event and at all
times thereafter, the number of Class A Directors shall be decreased by one and
the number of Class B Directors shall be increased by one. For purposes of such
decrease in the number of Class A Directors, in the event that one Class A
Director shall not have resigned by the expiration of five (5) Business Days
following the occurrence of a Board Shift Event, then on such fifth following
Business Day, the term of the Class A Director then in office having the least
seniority shall expire and terminate. The vacancy created by the increase in the
number of Class B Directors resulting from the Board Shift Event may be filled
by the Class B Directors then in office, or by the vote or written consent of
holders of the Requisite Majority of the shares of Series C Preferred Stock
outstanding. After the occurrence of a Board Shift Event, as long as at least
12,000 shares of Series C Preferred Stock shall be outstanding, the number of
Class A Directors and the number of Class B Directors shall remain fixed at 3
and 4, respectively.

          (c)  Additional Voting Rights - Certain Transactions. Until such time
               -----------------------------------------------
as at least 29,000 shares of Series C Preferred Stock shall have been converted
into Common Stock, the vote or written consent of the holders of not less than
the Requisite Majority of the outstanding shares of Series C Preferred Stock
voting separately as a class, which vote or written consent shall be in addition
to any vote or consent of the holders of any other class or series of securities
of the Company that may be required by applicable law or the Certificate of
Incorporation, shall be required to approve a Liquidation of the Company (other
than a Liquidation in which the holders of the Series C Preferred Stock would
receive the entire Liquidation Preference to which they are entitled by this
Certificate).

          (d)  Additional Voting Rights - Actions Affecting the Series C
               ---------------------------------------------------------
Preferred Stock. So long as there are any shares of Series C Preferred Stock
---------------
outstanding, (i) the actions or transactions described in clauses (A) through
(D) below shall require the affirmative vote or written consent of the holders
of not less than the Requisite Super-majority of the outstanding shares of
Series C Preferred Stock voting separately as a class, and (ii) the actions or
transactions described in the remaining clauses of this paragraph (d) shall
require the affirmative vote or written consent of the holders of not less than
the Requisite Majority of the outstanding shares of Series C Preferred Stock,
voting separately as a class, which vote or written consent shall, in each case,
be in addition to any vote or consent of the holders of any other class or
series of securities of the Company that may be required by applicable law or
the Certificate of Incorporation:

                         (A)  any authorization, creation (by way of
          reclassification or otherwise) or issuance of any Senior Securities or
          Parity Securities, other than the issuance of (I) additional shares of
          Series C Preferred Stock pursuant to Section 3 hereof or (II) other
                                               ---------
          Parity Securities to be issued solely to the holders of the Series C
          Preferred Stock, or any reclassification of any securities of the
          Company that adversely affects or materially diminishes the rights,
          preferences or powers of the Series C Preferred Stock, or any action
          described in clauses (a) through (c) of Section 2 of this Certificate.
                                                  ---------

                                       11
<PAGE>

                    (B)  any amendment to this Certificate that would (I)
          increase the Conversion Price of the Series C Preferred Stock, (II)
          defer or postpone the date on which the Series C Preferred Stock
          becomes convertible, (III) reduce the Default Rate, the Dividend Rate,
          the Liquidation Preference or the Liquidation Value or (IV) defer or
          postpone the Target Redemption Date.

                    (C)  any other amendment to this Certificate or to the
          Certificate of Incorporation (including an amendment by way of action
          by the Board establishing and fixing the designation, rights,
          preferences, powers, restrictions and limitations of the shares of any
          series of Preferred Stock of the Company) or to the By-laws of the
          Company that adversely affects or materially diminishes the rights,
          preferences or powers of the Series C Preferred Stock, provided that
          an increase in the number of authorized shares of Preferred Stock or
          Common Stock shall not, per se, be deemed to have such adverse effect
          or to cause such material diminution.

                    (D)  any amendment to paragraph (d) of this Section 5 or to
                                                                ---------
          any other provision of this Certificate that would reduce the number
          of shares of Series C Preferred Stock required to consent to or
          approve any matter described in clauses (A) through (D) hereof, or any
          other matter requiring the affirmative vote or consent of the
          Requisite Super-majority.

                    (E)  the declaration or payment of any dividend or
          distribution to the holders of any shares of any Junior Securities,
          other than (I) subject to clause (F) below, any such dividend payable
          solely in shares of Common Stock, or (II) the repurchase or redemption
          of any Junior Securities.

                    (F)  any amendment to this Certificate (other than an
          amendment that increases the number of authorized shares of Series C
          Preferred Stock solely for the purpose of enabling the Company to
          issue additional Series C Preferred Stock pursuant to Section 3
                                                                ---------
          hereof) not described in clause (A) through (D) of this paragraph (d).

          (e)  Voting Procedures - Class Voting. At any meeting of the holders
               --------------------------------
of Series C Preferred Stock held to consider any transaction or matter as to
which the separate class vote of such holders is required by paragraph (d) of
Section 5 or paragraph (b), (c) or (d) of this Section 5 or applicable law, or
---------                                      ---------
in connection with the solicitation of the written consents of such holders with
respect to any such transaction or matter (i) the holders of shares of Series C
Preferred Stock shall each be entitled to one vote for each share of Series C
Preferred Stock held, (ii) the holders of the Requisite Majority or Requisite
Super-majority, as applicable, of the Series C Preferred Stock then outstanding
present in person or by proxy shall constitute a quorum for the purpose of
approving or consenting to any such matter and for no other purpose, (iii) the
vote of the holders of the Requisite Majority or Requisite Super-majority, as
applicable, of the Series C Preferred Stock shall be sufficient to approve such
matter and (iv) in the absence of a quorum, the holders of a majority of the
Series C Preferred Stock present in person or by proxy shall have power to
adjourn from time to time the meeting for the purpose of approving such actions,
without further written notice other than announcement at the meeting, until a
quorum shall be

                                       12
<PAGE>

present, except as otherwise provided by law. Any such meeting or consent
solicitation may but need not be held or conducted jointly with a meeting or
consent solicitation of the holders of Common Stock.

               (f)  Additional "As-Converted" Voting Rights. From and after the
                    ---------------------------------------
earliest to occur of (i) the occurrence at any time of a Board Shift Event
constituting a Net Cash Flow Deficiency, (ii) the occurrence of a Board Shift
Event described in clause (ii) or clause (iii) of the definition of that term
eighteen months or more after the Original Issue Date, and (iii) such time as
there shall be less than 12,000 shares of Series C Preferred Stock outstanding,
the holders of the Series C Preferred Stock shall be entitled to vote as a
single class together with the holders of the Common Stock on all matters
required to be submitted to a vote of the stockholders of the Company, other
than matters as to which the holders of the Series C Preferred Stock are
entitled to vote separately as a class pursuant to subsections (b), (c) and (d)
of this Section 5 or applicable law. With respect to any matter to which the
        ---------
voting rights granted by this Section 5(f) apply, each holder of Series C
                              ------------
Preferred Stock shall be entitled to cast a number of votes for each share of
Series C Preferred Stock held by such holder equal to the Liquidation Value
divided by the Conversion Price (determined as of the record date set for
determining the holders of the Company's Capital Stock entitled to vote on such
matter) and each holder of Common Stock shall be entitled to cast one vote for
each share of Common Stock held by such holder. For avoidance of doubt, (i) the
holders of shares of Series C Preferred Stock shall have no right to so vote
with respect to the election to directors of the Company otherwise than as
specified in Section 5(b) hereof until such time as there shall be less than
              -----------
12,000 shares of Series C Preferred Stock outstanding, and (ii) after such time,
the voting rights granted by this Section 5(f) shall include the right to vote
                                  ------------
as a single class together with the holders of the Common Stock in the election
of directors. At any meeting of the stockholders of the Company at which the
holders of the Series C Preferred Stock are entitled to exercise the voting
rights provided by this Section 5(f), (i) the holders of shares of Common and
                        ------------
Series C Preferred Stock having, in the aggregate, a majority of the voting
power of the shares entitled to vote at such meeting, present in person or by
proxy, shall constitute a quorum for the purpose of approving any matter
submitted to such meeting, (ii) the vote of the holders of shares comprising a
majority of such voting power shall be sufficient to approve such action and
(iii) in the absence of a quorum, the holders of shares comprising a majority of
the voting power present in person or by proxy shall have power to adjourn from
time to time the meeting for the purpose of approving such actions, without
further notice other than announcement at the meeting, until a quorum shall be
present, except as otherwise provided by law. The voting rights provided by this
paragraph shall be in addition to the change in the composition of the Board
required by paragraph (b) of this Section 5 upon the occurrence of a Board Shift
                                  ---------
Event and shall remain in effect as long as any shares of Series C Preferred
Stock remain outstanding.

               Section 6.     Conversion Rights. The holders of the Series C
                              -----------------
Preferred Stock and the Company shall have conversion rights as follows (the
"Conversion Rights"):
 -----------------

               (a)  Right to Convert. Each share of Series C Preferred Stock
                    ----------------
shall be convertible, at the option of the holder thereof, at any time from and
after the Target Redemption Date, subject to compliance with this Section 6,
                                                                  ---------
into fully paid and nonassessable shares of Common Stock at the then effective
Conversion Price (as defined below). The conversion price (the "Conversion
                                                                ----------
Price") at which shares of Common Stock shall be deliverable upon conversion
-----

                                       13
<PAGE>

of Series C Preferred Stock, without the payment of additional consideration by
the holder thereof, shall initially be $1.42172. Such initial Conversion Price
and the rate at which shares of Series C Preferred Stock may be converted into
shares of Common Stock, shall be subject to adjustment as provided below.

               (b)  No fractional shares. No fractional shares of Common Stock
                    --------------------
shall be issued upon conversion of the Series C Preferred Stock. In lieu of
fractional shares, the Company shall pay cash equal to such fraction multiplied
by the then effective Conversion Price.

               (c)  Mechanics of Conversion.
                    -----------------------

                    (i)    In order to convert shares of Series C Preferred
          Stock into shares of Common Stock, the holder shall surrender the
          certificate or certificates for such shares of Series C Preferred
          Stock at the office of the transfer agent (or at the principal office
          of the Company if the Company serves as its own transfer agent),
          together with a written notice that such holder elects to convert all
          or any number of the shares represented by such certificate or
          certificates. Such notice shall state the number of shares of Series C
          Preferred Stock which the holder seeks to convert. If required by the
          Company, certificates surrendered for conversion shall be endorsed or
          accompanied by a written instrument or instruments of transfer, in
          form reasonably satisfactory to the Company, duly executed by the
          registered holder or the holder's attorney duly authorized in writing.
          The date of receipt of such certificates and notice by the transfer
          agent or the Company shall be the conversion date ("Conversion Date").
                                                              ---------------
          As soon as practicable after the Conversion Date, the Company shall
          promptly issue and deliver at such office to such holder a certificate
          or certificates for the number of shares of Common Stock to which such
          holder is entitled. Such conversion shall be deemed to have been made
          at the close of business on the date of such surrender of the
          certificate representing the shares of Series C Preferred Stock to be
          converted, and the Person entitled to receive the shares of Common
          Stock issuable upon such conversion shall be treated for all purposes
          as the record holder of such shares of Common Stock on such date.

                    (ii)   The Company shall at all times during which the
          Series C Preferred Stock shall be outstanding, reserve and keep
          available out of its authorized but unissued Common Stock, for the
          purpose of effecting the conversion of the Series C Preferred Stock,
          such number of its duly authorized shares of Common Stock as shall
          from time to time be sufficient to effect the conversion of all
          outstanding Series C Preferred Stock. Before taking any action which
          would cause an adjustment reducing the Conversion Price below the then
          par value of the shares of Common Stock issuable upon conversion of
          the Series C Preferred Stock, the Company will take any corporate
          action which may, in the opinion of its counsel, be necessary in order
          that the Company may validly and legally issue fully paid and
          nonassessable shares of Common Stock at such adjusted Conversion
          Price.

                    (iii)     All shares of Series C Preferred Stock which shall
          have been surrendered for conversion as herein provided shall no
          longer be deemed to be outstanding and all rights with respect to such
          shares, including the rights, if any, to receive dividends, notices
          and to vote, shall immediately cease and terminate on the

                                       14
<PAGE>

     Conversion Date, except only the right of the holders thereof to receive
     shares of Common Stock in exchange therefor, and if applicable, cash for
     any fractional shares of Common Stock. Any shares of Series C Preferred
     Stock so converted shall be retired and canceled and shall not be reissued
     as Series C Preferred Stock (except pursuant to Section 3 hereof), and the
                                                     ---------
     Company may from time to time take such appropriate action as may be
     necessary to reduce the number of shares of authorized Series C Preferred
     Stock accordingly.

                    (iv) If the conversion is in connection with an
     underwritten offering of securities registered pursuant to the Securities
     Act, the conversion may, at the option of any holder tendering Series C
     Preferred Stock for conversion, be conditioned upon the closing with the
     underwriter of the sale of securities pursuant to such offering, in which
     event the Person(s) entitled to receive the Common Stock issuable upon such
     conversion of the Series C Preferred Stock shall not be deemed to have
     converted such Series C Preferred Stock until immediately prior to the
     closing of the sale of securities.

               (d)  Adjustments to Conversion Price for Diluting Issues.
                    ---------------------------------------------------

                    (i)  Certain Definitions.  As used in this Agreement:
                         -------------------

                         (A)  "Option" shall mean rights, options or warrants to
                               ------
               subscribe for, purchase or otherwise acquire Common Stock or
               Convertible Securities, excluding the Reserved Employee and
               Director Shares).

                         (B)  "Convertible Security" shall mean any evidence of
                               --------------------
               indebtedness, share or other security directly or indirectly
               convertible into or exchangeable for Common Stock.

                         (C)  "Additional Shares of Common Stock" shall mean all
                               ---------------------------------
               shares of Common Stock issued (or, pursuant to Section 6(d)(iii)
                                                              -----------------
               below, deemed to be issued) by the Company after the Original
               Issue Date, other than the Reserved Employee and Director Shares
               and other than shares of Common Stock issued or issuable:

                              (1)  as a dividend or distribution on Series C
                    Preferred Stock;

                              (2)  by reason of a dividend, stock split, split-
                    up or other distribution on shares of Common Stock excluded
                    from the definition by the foregoing clause (1);

                              (3)  upon conversion of shares of Series C
                    Preferred Stock; ; and

                              (4)  any other shares of Common Stock issued or
                    deemed issued that the holders of the Requisite Super-
                    majority of the then outstanding shares of the Series C
                    Preferred Stock vote to exclude such shares from the
                    definition of Additional Shares of Common Stock.

                                       15
<PAGE>

                              (D)  "Reserved Employee and Director Shares" shall
                                    -------------------------------------
               mean 2,466,037 shares reserved, as of the date hereof, for
               issuance upon the exercise of Options outstanding on the date
               hereof and additional Options and other rights to be granted
               under the Company's Equity Incentive Plans, as in effect on the
               date of this Certificate and Options held by consultants (as
               appropriately adjusted for any stock dividends, combinations,
               splits or the like).

                              (E)  "Rights to Acquire Common Stock" (or
                                    ------------------------------
               "Rights") shall mean all rights issued by the Company to acquire
                ------
               Common Stock whether by exercise of a warrant, option or similar
               call, or conversion of any existing instruments, in either case
               for consideration fixed, in amount or by formula, as of the date
               of issuance.

                    (ii)      No Adjustment of Conversion Price. No adjustment
                              ---------------------------------
          in the number of shares of Common Stock into which the Series C
          Preferred Stock is convertible shall be made, by adjustment in the
          applicable Conversion Price thereof, unless the Fair Market Value of
          the consideration per share (determined pursuant to Section 6(d)(v))
                                                              ----------------
          received by the Company for an Additional Share of Common Stock issued
          or deemed to be issued by the Company is less than $1.42172 per share
          of the Common Stock immediately prior to the issue of such additional
          shares.

                    (iii)     Issue of Securities Deemed Issue of Additional
                              ----------------------------------------------
          Shares of Common Stock. If the Company at any time or from time to
          ----------------------
          time after the Original Issue Date issues any Options or Convertible
          Securities or Rights to Acquire Common Stock, then the maximum number
          of shares of Common Stock (as set forth in the instrument relating
          thereto without regard to any provision contained therein for a
          subsequent adjustment of such number) issuable upon the exercise of
          such Options, Rights to Acquire Common Stock or, in the case of
          Convertible Securities, the conversion or exchange of such Convertible
          Securities, shall be deemed to be Additional Shares of Common Stock
          issued as of the time of such issue; provided, however, that
                                               --------  -------
          Additional Shares of Common Stock shall not be deemed to have been
          issued unless the Fair Market Value of the consideration per share
          (determined pursuant to Section 6(d)(v) hereof) received by the
                                  ---------------
          Company for such Additional Shares of Common Stock would be less than
          $1.42172 per share of Common Stock on the date of and immediately
          prior to such issue, or such record date, as the case may be, and
          provided, further, that in any such case:
          --------  -------

                              (A)  No further adjustment in the Conversion Price
               shall be made upon the subsequent issue of shares of Common Stock
               upon the exercise of such Options, Rights or conversion or
               exchange of such Convertible Securities;

                              (B)  Upon the expiration or termination of any
               unexercised Option, Right or Convertible Security, the Conversion
               Price shall be adjusted immediately to reflect the applicable
               Conversion Price which would have been in effect had such Option,
               Right or Convertible Security (to the extent outstanding
               immediately prior to such expiration or termination) never been
               issued; and

                                       16
<PAGE>

                                (C)  In the event of any change in the number of
               shares of Common Stock issuable upon the exercise, conversion or
               exchange of any Option, Right or Convertible Security, including,
               but not limited to, a change resulting from the anti-dilution
               provisions thereof, the Conversion Price then in effect shall
               forthwith be readjusted to such Conversion Price as would have
               obtained had the Conversion Price adjustment that was originally
               made upon the issuance of such Option, Right or Convertible
               Security which were not exercised or converted prior to such
               change been made upon the basis of such change, but no further
               adjustment shall be made for the actual issuance of Common Stock
               upon the exercise or conversion of any such Option, Right or
               Convertible Security.

                         (iv)   Adjustment of Conversion Price upon Issuance of
                                -----------------------------------------------
         Additional Shares of Common Stock. If the Company shall at any time
         ---------------------------------
         after the Original Issue Date issue Additional Shares of Common Stock
         (including Additional Shares of Common Stock deemed to be issued
         pursuant to Section 6(d)(iii), but excluding shares issued as a
                     -----------------
         dividend or distribution as provided in Section 6(f) or upon a stock
                                                 ------------
         split or combination as provided in Section 6(e)), without
                                             -------------
         consideration, or for a consideration per share less than $1.42172 per
         share of Common Stock on the date of and immediately prior to such
         issue, then and in such event, the Conversion Price shall be reduced,
         concurrently with such issuance, to a price (calculated to the nearest
         cent) determined by multiplying such Conversion Price by a fraction,
         the numerator of which shall be the sum of (A) the number of shares of
         Common Stock outstanding, on a fully diluted basis, immediately prior
         to such issuance plus (B) the number of shares of Common Stock which
                          ----
         the aggregate consideration received by the Company for the total
         number of Additional Shares of Common Stock so issued would purchase at
         $1.42172 per share of Common Stock and the denominator of which shall
         be the sum of (1) the number of shares of Common Stock outstanding
         immediately prior to such issuance plus (2) the number of such
                                            ----
         Additional Shares of Common Stock so issued or deemed issued.
         Notwithstanding the foregoing, the applicable Conversion Price shall
         not be reduced if the amount of such reduction would be an amount less
         than $0.01, but any such amount shall be carried forward and reduction
         with respect thereto made at the time of and together with any
         subsequent reduction which, together with such amount and any other
         amount or amounts so carried forward, shall aggregate $0.01 or more.

                         (v)    Determination of Consideration. For purposes of
                                ------------------------------
         this Section 6(d), "Fair Market Value" of the consideration received by
              ------------   -----------------
         the Company for the issue of any Additional Shares of Common Stock
         shall be computed as follows:

                                (A)  Cash and Property. Such consideration
                                     -----------------
                         shall:

                                     (1)     insofar as it consists of cash, be
                         computed at the aggregate of cash received by the
                         Company, excluding amounts paid or payable for accrued
                         interest or accrued dividends;

                                     (2)     insofar as it consists of property
                         other than cash, be computed at the Fair Market Value
                         thereof (computed in accordance with

                                       17
<PAGE>

                         Section 4(c)) at the time of such issue, as determined
                         -------------
                         in good faith by the Board; and

                                   (3)  in the event Additional Shares of Common
                         Stock are issued together with other shares or
                         securities or other assets of the Company for
                         consideration which covers both, be the proportion of
                         such consideration so received, computed as provided in
                         clauses (1) and (2) above, as determined in good faith
                         by the Board.

                              (B)  Options, Rights and Convertible Securities.
                                   ------------------------------------------
               The consideration per share received by the Company for
               Additional Shares of Common Stock deemed to have been issued
               pursuant to Section 6(d)(iii), relating to Options, Rights and
                           -----------------
               Convertible Securities, shall be determined by dividing

                                   (1)  the total amount, if any, received or
                         receivable by the Company as consideration for the
                         issue of such Options, Rights or Convertible
                         Securities, plus the minimum aggregate amount of
                                     ----
                         additional consideration (as set forth in the
                         instruments relating thereto, without regard to any
                         provision contained therein for a subsequent adjustment
                         of such consideration) payable to the Company upon the
                         exercise of such Options, Rights or the conversion or
                         exchange of such Convertible Securities, by

                                   (2)  the maximum number of shares of Common
                         Stock (as set forth in the instruments relating
                         thereto, without regard to any provision contained
                         therein for a subsequent adjustment of such number)
                         issuable upon the exercise of such Options, Rights or
                         the conversion or exchange of such Convertible
                         Securities.

               (e)       Adjustment for Stock Splits and Combinations. If the
                         --------------------------------------------
Company shall at any time or from time to time after the Original Issue Date
effect a subdivision of the outstanding Common Stock, the Conversion Price then
in effect immediately before that subdivision shall be proportionately
decreased. If the Company shall at any time or from time to time after the
Original Issue Date combine the outstanding shares of Common Stock, the
Conversion Price then in effect immediately before the combination shall be
proportionately increased. Any adjustment under this paragraph shall become
effective at the close of business on the date the subdivision or combination
becomes effective.

               (f)       Adjustment for Certain Dividends and Distributions. In
                         --------------------------------------------------
the event the Company at any time or from time to time after the Original Issue
Date shall make or issue a dividend or other distribution payable in Additional
Shares of Common Stock, then and in each such event the Conversion Price shall
be decreased as of the time of such issuance, by multiplying such Conversion
Price by a fraction, the numerator of which shall be the total number of shares
of Common Stock outstanding, on a fully diluted basis, immediately prior to such
issuance and the denominator of which shall be the total number of shares of
Common Stock outstanding immediately prior to such issuance plus the number of
such Additional Shares of Common Stock issuable in payment of such dividend or
distribution.

                                       18
<PAGE>

          (g)  Adjustments for Other Dividends and Distributions. In the event
               -------------------------------------------------
the Company at any time, or from time to time after the Original Issue Date
shall make or issue, a dividend or other distribution payable in securities of
the Company other than shares of Common Stock or other assets or properties,
then and in each such event provision shall be made so that the holders of
shares of the Series C Preferred Stock shall receive upon conversion thereof in
addition to the number of shares of Common Stock receivable thereupon, the
amount of securities of the Company or other assets or properties that they
would have received had their Series C Preferred Stock been converted into
Common Stock on the date of such event and had thereafter, during the period
from the date of such event to and including the Conversion Date, retained such
securities receivable by them as aforesaid during such period given application
to all adjustments called for during such period, under this paragraph with
respect to the rights of the holders of the Series C Preferred Stock.

          (h)  Additional Adjustment. Notwithstanding any other provision of
               ---------------------
this Agreement, if at any time after the Original Issue Date, either (i) the
number of shares of Common Stock actually outstanding plus the total number of
shares of Common Stock referred to in Sections 6(d)(i)(C)(4) and 6(d)(i)(D)
                                      --------
shall exceed 49% of the Common Stock on a Fully Diluted basis, or (ii) the
Company shall issue (or, pursuant to Section 6(d)(iii), be deemed to issue) any
Additional Shares of Common Stock and after giving effect to the issuance or
deemed issuance of such Additional Shares of Common Stock and any required
adjustment to the Conversion Price required by any other paragraph of this
Section 6, the number of shares of Common Stock into which all of the
---------
outstanding shares of Series C Preferred Stock are convertible shall be less
than 51% of the outstanding Common Stock, determined on a Fully Diluted basis,
the Conversion Price shall be further adjusted to such amount as shall result in
such 51% test being met. The provisions of this Section 6(h) shall (x) be
                                                ------------
applicable notwithstanding that the holders of the Series C Stock have consented
to the issuance or deemed issuance of such Additional Shares of Common Stock
pursuant to Section 5(d) of this Certificate, and (y) cease to be effective upon
            ------------
the first conversion of any shares of Series C Preferred Stock into Common
Stock.

          (i)  Adjustment for Reclassification, Exchange or Substitution. If the
               ---------------------------------------------------------
Common Stock issuable upon the conversion of the Series C Preferred Stock shall
be changed into the same or a different number of shares of any class or classes
of stock, whether by capital reorganization, reclassification, or otherwise
(other than a subdivision or combination of shares, stock dividend or
reorganization, reclassification, merger, consolidation or asset sale provided
for elsewhere in this Section 6), then and in each such event the holder of each
                      ----------
share of Series C Preferred Stock (whether then outstanding or thereafter
issued) shall have the right thereafter to convert such share into the kind and
amount of shares of stock and other securities and property receivable upon such
reorganization, reclassification, or other change, by holders of the number of
shares of Common Stock into which all such shares of Series C Preferred Stock
might have been converted immediately prior to such reorganization,
reclassification, or change, all subject to further adjustment as provided
herein or with respect to such other securities or property by the terms
thereof.

          (j)  Reorganizations, Mergers, Consolidations or Asset Sales. If at
               -------------------------------------------------------
any time after the Original Issue Date there is a merger, consolidation,
recapitalization, sale of all or substantially all of the Company's assets or
reorganization involving the Common Stock

                                       19
<PAGE>

(collectively, a "Capital Reorganization") (other than a merger, consolidation,
                  ----------------------
sale of assets, recapitalization, subdivision, combination, reclassification,
exchange or substitution of shares provided for elsewhere in this Section 6 and
                                                                  ---------
other than a merger, consolidation or sale of assets which the holders of Series
C Preferred Stock elect to designate a Liquidation pursuant to Section 4(d) of
                                                               ------------
this Certificate), as part of such Capital Reorganization, provision will be
made so that the holders of Series C Preferred Stock (whether then outstanding
or thereafter issued) will thereafter be entitled to receive upon conversion of
the Series C Preferred Stock the number of shares of stock or other securities
or property of the Company to which a holder of the number of shares of Common
Stock deliverable upon conversion would have been entitled on such Capital
Reorganization, subject to adjustment in respect to such stock or securities by
the terms thereof, provided, however, that if the aggregate Fair Market Value of
                   --------  -------
such number of shares of stock or securities or property of the Company would be
less than the aggregate Liquidation Preference of the Series C Preferred Stock,
the Company shall not consummate such Capital Reorganization unless it shall
first redeem all outstanding shares on Series C Preferred Stock in accordance
with Section 8 of this Certificate (other than paragraph (f) thereof) on a
     ---------
Redemption Date that shall be not more than 25 days after the Capital
Reorganization is approved by the Board.. In any such case, appropriate
adjustment will be made in the application of the provisions of this Section 6
                                                                     ---------
with respect to the rights of the holders of Series C Preferred Stock after the
Capital Reorganization to the end that the provisions of this Section 6
                                                              ---------
(including adjustment of the Conversion Price then in effect and the number of
shares issuable upon conversion of the Series C Preferred Stock) will be
applicable after that event and be as nearly equivalent as practicable. In
addition, the Company shall not effect or participate in any Capital
Reorganization in which the Company is not the surviving entity thereof unless,
as part of such Capital Reorganization, provision shall be made so that the
holders of Series C Preferred Stock shall receive upon consummation of such
Capital Reorganization, consideration for their shares of Series C Preferred
Stock equal to the number of shares of stock, other securities, cash or property
to which a holder of the number of shares of Common Stock deliverable upon
conversion of the Series C Preferred Stock would have been entitled in such
Capital Reorganization had such conversion been effected immediately prior to
the consummation of the Capital Reorganization, provided, however, that if the
                                                --------  -------
aggregate Fair Market Value of such merger consideration payable to the holders
of the Series C Preferred Stock would be less than the aggregate Liquidation
Preference of the Series C Preferred Stock, the Company shall redeem all
outstanding shares on Series C Preferred Stock in accordance with Section 8 of
                                                                  ---------
this Certificate (other than paragraph thereof) on a Redemption Date that shall
be not more than 25 days after the Capital Reorganization is approved by the
Board. Nothing in this Section 6(j) shall limit the Company's right to redeem
the Series Preferred Stock under Section 8

               (k)  No Impairment. The Company will not, by amendment of its
                    -------------
Certificate 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 to be observed or performed hereunder by the Company, but will at all
times in good faith assist in the carrying out of all the provisions of this
Section 6 and in the taking of all such action as may be necessary or
---------
appropriate in order to protect the conversion rights of the holders of the
Series C Preferred Stock against impairment to the extent required hereunder.
Nothing in this Section 6 shall affect the continued accrual of dividends on the
                ---------
Series C Preferred Stock in accordance with the terms of this Certificate of
Designation.

                                       20
<PAGE>

               (l)  Certificate as to Adjustments. Upon the occurrence of each
                    -----------------------------
adjustment or readjustment of the Conversion Price pursuant to this Section 6,
                                                                    ---------
the Company at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to each holder of
Series C Preferred Stock outstanding a certificate setting forth such adjustment
or readjustment and showing in detail the facts upon which such adjustment or
readjustment is based and shall file a copy of such certificate with its
corporate records. The Company shall, upon the reasonable written request of any
holder of Series C Preferred Stock, furnish or cause to be furnished to such
holder a similar certificate setting forth (i) such adjustments and
readjustments, (ii) the Conversion Price then in effect, and (iii) the number of
shares of Common Stock and the amount, if any, of other property which then
would be received upon the conversion of Series C Preferred Stock. Despite such
adjustment or readjustment, the form of each or all Series C Preferred Stock
certificates, if the same shall reflect the initial or any subsequent Conversion
Price, need not be changed in order for the adjustments or readjustments to be
valid in accordance with the provisions of this Certificate of Designation,
which shall control.

               Section 7.     Notice of Record Date.  In the event:
                              ---------------------

               (a)  that the Company declares a dividend (or any other
distribution) on its Common Stock payable in Common Stock or other securities of
the Company;

               (b)  that the Company subdivides or combines its outstanding
shares of Common Stock;

               (c)  of any reclassification of the Common Stock of the Company
(other than a subdivision or combination of its outstanding shares of Common
Stock or a stock dividend or stock distribution thereon);

               (d)  of any Capital Reorganization; or

               (e)  of the involuntary or voluntary dissolution, liquidation or
winding up of the Company;

then the Company shall cause to be filed at its principal office or at the
office of the transfer agent of the Series C Preferred Stock, and shall cause to
be mailed to the holders of the Series C Preferred Stock at their last addresses
as shown on the records of the Company, or such transfer agent, at least ten
days prior to the record date specified in (i) below or 20 days prior to the
date specified in (ii) below, a notice stating: (i) the record date of such
dividend, distribution, subdivision or combination, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution, subdivision or combination are to be determined;
or (ii) the date on which such reclassification, Capital Reorganization,
dissolution, liquidation or winding up is expected to become effective, and the
date as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such reclassification, Capital Reorganization,
dissolution or winding up.

                                       21
<PAGE>

               Section 8.     Redemption.
                              ----------

               (a)  Optional Redemption. The Series C Preferred Stock may be
                    -------------------
redeemed at the Company's option, in whole but not in part, at any time after
the Original Issue Date.

               (b)  Redemption Price. Any redemption of the Series C Preferred
                    ----------------
Stock shall be effected by the payment in cash of the Redemption Price per
share, which shall be equal to the Liquidation Value thereof plus all accrued
                                                             ----
and unpaid dividends thereon to the Redemption Date (whether or not declared,
whether or not funds of the Company are legally available for the payment of
dividends and whether or not such dividends have been declared by the Board,
including dividends accrued at the Default Rate in the case of a Redemption
effected after a Redemption Default), adjusted for any stock dividends,
combinations or splits or similar events with respect to such shares.

               (c)  At least 20 days prior to the Redemption Date, the Company
shall send a notice (the "Redemption Notice") of such redemption to be effected
                          -----------------
to all holders of record (at the close of business on the business day next
preceding the day on which notice is given) of the outstanding Series C
Preferred Stock specifying the number of shares to be redeemed from such holder,
the Redemption Date, the Redemption Price and the place at which payment may be
obtained.

               (d)  On or prior to the Redemption Date, the Company shall
deposit the Redemption Price of all shares to be redeemed as of such date with a
bank or trust company having aggregate capital and surplus in excess of
$50,000,000, as a trust fund, with irrevocable instructions and authority to the
bank or trust company to pay, upon receipt of notice from the Company that such
holder has surrendered the Series C Preferred Stock share certificates in
accordance with Section 8(e), the Redemption Price of the shares to their
                ------------
respective holders. Any moneys deposited by the Company pursuant to this Section
                                                                         -------
8(d) for the redemption of shares thereafter converted into shares of Common
----
Stock pursuant to Section 6 no later than the fifth day preceding the Redemption
                  ---------
Date shall be returned to the Company forthwith upon such conversion. The
balance of any funds deposited by the Company pursuant to this Section 8(d)
                                                               ------------
remaining unclaimed at the expiration of one year following such Redemption Date
shall be returned to the Company promptly upon its written request.

               (e)  On such Redemption Date, each holder of shares of Series C
Preferred Stock to be redeemed shall surrender such holder's certificates
representing such shares to the Company in the manner and at the place
designated in the Redemption Notice, and thereupon the Redemption Price of such
shares shall be payable to the order of the Person whose name appears on such
certificate or certificates as the owner thereof and each surrendered
certificate shall be canceled. In the event less than all the shares represented
by such certificates are redeemed, a new certificate shall be issued
representing the unredeemed shares which new certificate shall entitle the
holder thereof to all the powers, preferences and rights of a holder of such
shares. From and after such Redemption Date, unless there shall have been a
default in payment of the Redemption Price or the Company is unable to pay the
Redemption Price due to not having sufficient legally available funds, all
rights of the holder of such shares as a holder of Series C Preferred Stock
(except the right to receive the Redemption Price without interest upon
surrender of their certificates), shall cease and terminate with respect to such
shares; provided that in the
        --------

                                       22
<PAGE>

event that shares of Series C Preferred Stock are not redeemed due to a default
in payment by the Company or because the Company does not have sufficient
legally available funds, such shares of Series C Preferred Stock shall remain
outstanding and shall be entitled to all of the rights and preferences provided
herein.

          (f)  If upon any Redemption Date the assets of the Company available
for redemption are insufficient to pay the redeeming holders of outstanding
shares of Series C Preferred Stock the full amounts to which they are entitled,
all shares of the Series C Preferred Stock will be redeemable for cash upon
demand. The shares of Series C Preferred Stock not redeemed shall remain
outstanding and be entitled to all the powers, preferences and rights provided
herein. At any time thereafter when additional funds of the Company are legally
available for the redemption of shares of Series C Preferred Stock, such funds
will immediately be used to redeem the balance of the shares which the Company
has become obligated to redeem on any Redemption Date but which it has not
redeemed.

          (g)  The Company will not enter into any contract or agreement
(whether verbal or written) restricting or impairing its ability to redeem
shares of the Series C Preferred Stock in accordance with this Section 8, other
                                                               ---------
than the Credit Agreement.

          (h)  Cancellation of Preferred Stock. Any shares of Series C Preferred
               -------------------------------
Stock redeemed or purchased by the Company shall be canceled and shall have the
status of authorized and unissued shares of preferred stock, without designation
as to series.

          Section 9.    Default Rate. In the event a Redemption Default shall
                        ------------
have occurred, each share of Series C Preferred Stock shall be entitled to the
dividends set forth in Section 3(a) hereof at a rate of 2% in excess of the
                       ------------
Dividend Rate then in effect (the "Default Rate").
                                   ------------

                                       23
<PAGE>

          IN WITNESS WHEREOF the foregoing Certificate of Designation has been
duly executed on behalf of the Company this 12th day of April, 2002.




                                            PLANVISTA CORPORATION



                                            By: /s/ Donald W. Schmeling
                                                --------------------------------
                                                Name:    Donald W. Schmeling
                                                Title:   Chief Financial Officer






                [Signature Page for Certificate of Designation]

                                      S-1