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                                                                     Exhibit 4.2


              CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES

                                       OF

                             SENIOR PREFERRED STOCK

                                       OF

                             BIZNESSONLINE.COM, INC.
                             a Delaware Corporation

        Pursuant to the Provisions of Section 151 of the General Corporation Law
of the State of Delaware.

         BiznessOnline.com, Inc., 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 Designation of
Rights and Preferences of its Senior Preferred Stock.

         FIRST: The name of the Company is BiznessOnline.com, Inc.

         SECOND: By unanimous consent of the Board of Directors of the Company
dated December 31, 2001, the following resolutions were duly adopted:

         WHEREAS the Certificate of Incorporation of the Company authorizes
preferred stock consisting of 1,000,000 shares, par value $0.01 per share,
issuable from time to time in one or more series; and

         WHEREAS the Board of Directors of the Company is authorized, subject to
limitations prescribed by law and by the provisions of Article Sixth of the
Company's Certificate of Incorporation, as amended, 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 it is the desire of the Board of Directors to establish and fix
the number of shares to be included in a new series of Preferred Stock and the
designation, rights, preferences and limitations of the shares of such new
series;

         NOW, THEREFORE, BE IT RESOLVED that pursuant to Article Sixth of the
Company's Certificate of Incorporation, as amended, there is hereby established
the following new series of Preferred Stock: 50,000 shares of Senior Preferred
Stock (the "SENIOR PREFERRED STOCK"), to have the designation, rights,
preferences, powers, restrictions and limitations set forth in a supplement of
Article Sixth as follows:

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SENIOR PREFERRED STOCK.

         1. DEFINITIONS. As used in subsection A of this ARTICLE SIXTH,
capitalized terms not otherwise defined herein shall have the meanings given to
such terms in the Purchase Agreement. In addition, the following capitalized
terms have the following meanings:

         "AMENDED CREDIT AGREEMENT" means that certain Credit Facility Agreement
dated as of March 16, 2000, as amended, including pursuant to that certain
Amendment Number Two to Credit Facility Agreement dated as of December 31, 2001,
by and among the Company and the Lenders (as defined therein) thereto (the
"Second Amendment"), and as such may be amended from time to time thereafter.

         "BY-LAWS" means the By laws of the Company, as amended and in effect
from time to time.

         "BOARD" means the Board of Directors of the Company.

         "CERTIFICATE OF INCORPORATION" means the Certificate of Incorporation
of the Company as amended and restated and in effect at the time in question.

         "CHANGE OF CONTROL" means the occurrence of any of the following
events: (i) all or substantially all of the Company's assets, on a consolidated
basis, are sold as an entirety to any Person or related group of Persons or
there shall be consummated any consolidation or merger of the Company (A) in
which the Company is not the continuing or surviving company (other than a
consolidation or merger with a wholly-owned Subsidiary of the Company in which
all shares of Common Stock outstanding immediately prior to the effectiveness
thereof are changed into or exchanged for the same consideration) or (B)
pursuant to which the Common Stock would be converted into cash, securities or
other property, in any case, other than a consolidation or merger of the Company
in which the holders of the Common Stock immediately prior to the sale of assets
or consolidation or merger have, directly or indirectly, at least a majority of
the common stock of the transferee or continuing or surviving company
immediately after such sale of assets or consolidation or merger, (ii) any
"person" other than any stockholder who as of the date hereof (including,
without limitation, after taking into account the consummation of the
transactions contemplated by the Purchase Agreement) is a beneficial owner of
more than 30% of the total voting power of the outstanding capital stock of the
Company on a Fully-Diluted Basis or an Affiliate of such a stockholder (as such
term is used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the
beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act;
provided that such person shall be deemed to have "beneficial ownership" of all
shares that such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than 30% of the total voting power of the outstanding
capital stock of the Company on a Fully-Diluted Basis.

         "COMMON STOCK" means, collectively, all of the Common Stock, par value
$0.01 per share, of the Company of any class, and any other class of capital
stock of the Company hereafter authorized that is not limited to a fixed sum or
percentage of par or


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stated value in respect to the rights of the holders thereof to participate in
dividends or in the distribution of assets upon any liquidation, dissolution or
winding up of the Company.

         "EXCHANGE DATE" shall mean (X) January 6, 2002 if, on or before such
date, the Senior Preferred Holders have not received the Disclosure Schedules to
the Purchase Agreement, (Y) January 31, 2002 if, on or before such date, (i) the
Board of Directors of the Company has not received a fairness opinion from an
investment banking firm reasonably acceptable to the Board of Directors of the
Company to the effect that the transactions contemplated by the Amended Credit
Agreement and the Purchase Agreement are fair to the Company from a financial
point of view, and (ii) the Senior Preferred Holders have not received an
opinion from counsel to the Company reasonably acceptable to the Senior
Preferred Holders, in form and substance reasonably satisfactory to the Senior
Preferred Holders in accordance with the Purchase Agreement, or (Z) June 30,
2002 if, on or before such date, the Company has not obtained all required State
Consents (as defined in the Purchase Agreement), as set forth in SECTION 9.2 of
the Disclosure Schedule to the Purchase Agreement.

         "FULLY-DILUTED BASIS" means, when referring to the computation of a
percentage of one or more classes of securities held by a Person, the percentage
that the number of shares of such class or classes of securities that would be
held by such Person after giving effect to the full exercise of any options or
warrants, the full conversion of any convertible Securities and the full
exchange of any exchangeable Securities held by such Person, whether or not such
warrants, options or convertible or exchangeable Securities are then
exercisable, convertible or exchangeable, as the case may be, bears to the
aggregate number of shares that would be outstanding after giving effect to the
full exercise of all warrants or options, the full conversion of any convertible
Securities and the full exchange of any exchangeable Securities held by all
Persons, whether or not such warrants, options or convertible or exchangeable
Securities are then exercisable.

         "FUNDAMENTAL CHANGE" means (a) a sale or transfer of more than 50% of
the assets of the Company on a consolidated basis in any transaction or series
of related transactions or (b) any merger or consolidation to which the Company
is a party or sale of all or substantially all of the outstanding capital stock
of the Company, except for a merger in which the Company is the surviving
corporation and, after giving effect to such merger, the holders of the
Company's outstanding capital stock (on a Fully-Diluted Basis) immediately prior
to the merger will own outstanding capital stock of the surviving corporation
(on a Fully-Diluted Basis) having a majority of the ordinary voting power to
elect the board of directors of the surviving corporation.

         "JUNIOR STOCK" means Common Stock, the Class A Preferred Stock, First
Series of the Company and any other shares of capital stock of the Company other
than the Senior Preferred Stock and Senior Securities.

         "LIQUIDATION" means, subject to the provisions of SECTION 3, any
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Company.

         "LIQUIDATION VALUE" shall mean Original Cost.


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         "MATURITY DATE" means the earliest of (a) the date of a Change of
Control, (b) the date of a Fundamental Change, (c) December 31, 2006, (d) the
date of a Liquidation, (e) the Exchange Date or (f) upon the occurrence of any
Event of Default under and as defined in the Amended Credit Agreement.

         "NET PROCEEDS" of any transaction shall mean the gross proceeds of such
transaction net of any commissions or transaction fees and expenses paid by the
Company in connection with such transaction.

         "ORIGINAL COST" means, with respect to each share of Senior Preferred
Stock, $100.

         "PERSON" shall be construed broadly and shall include, without
limitation, an individual, a partnership, a corporation, an association, a joint
stock company, a limited liability company, a trust, a joint venture, an
unincorporated organization and a Governmental Authority.

         "PURCHASE AGREEMENT" means the Preferred Stock and Warrant Purchase
Agreement, dated as of December 31, 2001, between the Company and the [Investor]
(as defined therein), as amended, restated or otherwise modified from time to
time.

         "RATE PER ANNUM" means the specified rate per annum computed on the
basis of actual days elapsed in a 360-day year.

         "REDEMPTION EVENT" has the meaning ascribed to it in SECTION 6(A) of
this ARTICLE IV.

         "REDEMPTION PRICE" has the meaning ascribed to it in SECTION 6(A) of
this ARTICLE IV.

         "REQUISITE SENIOR PREFERRED HOLDERS" means the holders of a majority of
the then outstanding shares of Senior Preferred Stock.

         "SENIOR PREFERRED HOLDERS" means holders of Senior Preferred Stock.

         "SENIOR SECURITIES" means any shares of capital stock of the Company
created in compliance with the provisions hereof, which rank senior or prior, or
in preference, to the Senior Preferred Stock with respect to dividends or the
distribution of the Company's assets upon a Liquidation.

         "STOCKHOLDERS AGREEMENT" means the Investor Rights Agreement of the
Company, dated as of December 31, 2001, as amended, restated or otherwise
modified from time to time.

         "WARRANT" has the meaning given to such term in the Purchase Agreement.


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         2. DIVIDENDS.

         (a) The Senior Preferred Holders shall be entitled to receive, out of
funds legally available therefor, cumulative dividends on the Original Cost of
the shares of Senior Preferred Stock at the Rate per Annum of 12.0% (subject to
appropriate adjustments in the event of any stock dividend, stock split,
combination or other similar recapitalization affecting such shares) per share
per annum, payable in preference and priority to any payment of any cash
dividend on Junior Stock, when and as declared by the Board.

         (b) Such dividends shall accrue with respect to each share of Senior
Preferred Stock from the date on which such share is issued and outstanding and
thereafter shall be deemed to accrue on a quarterly basis whether or not earned
or declared and whether or not there exists profits, surplus or other funds
legally available for the payment of dividends, and shall be cumulative so that
if such dividends on the Senior Preferred Stock shall not have been paid, or
declared and set apart for payment, the deficiency shall be fully paid or
declared and set apart for payment before any dividend shall be paid or declared
or set apart for any Junior Stock and before any purchase, acquisition or
redemption of any Junior Stock is made by the Company.

         (c) Dividends shall be payable in cash, quarterly in arrears, beginning
March 31, 2002 to the extent that funds are legally available therefor and the
payment of such dividends does not violate the provisions of any agreement or
instrument to which the Company is a party. To the extent dividends are not paid
on March 31, 2002 and each June 30, September 30, December 31, and March 31
thereafter, (each a "DIVIDEND REFERENCE DATE") all dividends which have accrued
on each share of outstanding Senior Preferred Stock during the period ending on
each Dividend Reference Date shall be accumulated and shall remain accumulated
and accrue dividends with respect to such share of Senior Preferred Stock until
paid in full in cash to the holder thereof, whether or not there are funds
legally available for the payment of such dividends and whether or not such
dividends are declared. Each dividend paid in cash shall be mailed to the
holders of record of the Senior Preferred Stock as their names and addresses
appear on the share register of the Company or at the office of the transfer
agent on the corresponding dividend payment date.

         3. LIQUIDATION. In the event of any Liquidation of the Company, the
Senior Preferred Holders shall be entitled to be paid out of the assets of the
Company legally available for distribution to its stockholders, after and
subject to the payment in full of all amounts required to be distributed to the
holders of any other class or series of stock of the Company ranking on
liquidation prior and in preference to the Senior Preferred Stock, but before
any payment shall be made to the holders of Junior Stock by reason of their
ownership thereof, an amount equal to the Liquidation Value per share of Senior
Preferred Stock plus any accrued and unpaid dividends. If upon any such
Liquidation of the Company the remaining assets of the Company available for
distribution to its stockholders shall be insufficient to pay the holders of
shares of Senior Preferred Stock the full amount to which they shall be
entitled, the holders of shares of Senior Preferred Stock and any class or
series of stock ranking on liquidation on a parity with the Senior Preferred
Stock shall share ratably in any distribution of the remaining assets and funds
of the Company in proportion to the respective amounts which would otherwise be


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payable in respect of the shares held by them upon such distribution if all
amounts payable on or with respect to such shares were paid in full.

         4. VOTING RIGHTS.

         (a) In addition to the voting rights of the Senior Preferred Holders
required by law or pursuant to the Stockholders Agreement, the Purchase
Agreement or paragraph (b) of SECTION 5 below, the Senior Preferred Holders
shall be entitled to vote with the holders of Common Stock, together as a single
class with such holders of Common Stock, on all matters on which such holders of
Common Stock shall have a right to vote. The Senior Preferred Holders shall have
an aggregate number of votes on all such matters equal to 45% of the total votes
held by the holders of Common Stock and the Senior Preferred Holders voting
together as a single class (subject to reduction to the extent that any of the
Warrants are exercised such that the aggregate number of votes held by the
Senior Preferred Holders and the holders of Warrant Shares shall equal 45% of
the total votes held by the holders of Common Stock (including the Warrant
Shares) and the Senior Preferred Holders, voting together as a single class),
and each Senior Preferred Holder shall have its pro rata portion of the total
votes held by all the Senior Preferred Holders based upon the aggregate number
of shares of Senior Preferred Stock it holds as of the date of such vote or, if
earlier, the record date therefor, if any.

         (b) The Company shall not, without the affirmative consent or approval
of the Requisite Senior Preferred Holders:

                  (i) in any manner authorize, issue or sell any shares of (A)
         Senior Preferred Stock other than as contemplated by the Purchase
         Agreement or (B) Senior Securities or (C) Capital Stock that ranks pari
         passu with the Senior Preferred Stock with respect to dividends or the
         distribution of the Company's assets upon a Liquidation;

                  (ii) reclassify, cancel or in any manner alter or change the
         terms, designations, powers, preferences or relative, optional or other
         special rights, or the qualifications, limitations or restrictions, of
         the Senior Preferred Stock;

                  (iii) amend, repeal, modify or otherwise change any provision
         of this ARTICLE SIXTH (whether by merger, consolidation or otherwise);

                  (iv) amend, repeal or modify any provision of the Certificate
         of Incorporation or By-laws in a manner that would adversely affect the
         powers, preferences, privileges or rights of the Senior Preferred Stock
         or Senior Preferred Holders;

                  (v) take any action that would result in an increase in the
         principal amount of the Company's aggregate outstanding indebtedness of
         Five Million Dollars ($5,000,000) or more, in one or more transactions;


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                  (vi) redeem, acquire, purchase or repurchase, or agree or
         undertake to do any of the foregoing with respect to, any Capital Stock
         of the Company, other than Senior Securities and the Senior Preferred
         Stock;

                  (vii) declare, set aside or pay any dividends or otherwise
         make any distributions in respect of any Capital Stock of the Company,
         other than the Senior Preferred Stock and Senior Securities;

                  (viii) make any material change in the nature of the Company's
         business as it existed on December 31, 2001;

                  (ix) increase the number of directors constituting the Board
         of Directors to more than six (6) directors;

                  (x) enter into any contract, arrangement or transaction with
         an affiliate of the Company, other than a direct or indirect
         wholly-owned subsidiary of the Company; or

                  (xi) effect any sale, lease or other disposition of assets
         (including assets or capital stock of the Company's subsidiaries) with
         a fair market value in excess of $1,000,000.

         5. SENIOR PREFERRED DIRECTOR.

         (a) ELECTION. The Senior Preferred Holders shall be entitled to elect
one (1) director to the Company's Board of Directors, to serve for a term of
three (3) years or, longer, until his successor is duly elected and qualified.
The director elected by the Senior Preferred Holders shall serve on the audit
committee (or similar committee) and compensation committee (or similar
committee) of the Company's Board of Directors, if any.

         (b) QUORUM. At any meeting held for the purpose of electing directors
to be elected by the Senior Preferred Holders, the presence in person or by
proxy of the Requisite Senior Preferred Holders shall constitute a quorum of the
Senior Preferred Stock for the election of the director to be elected solely by
the Senior Preferred Holders.

         (c) REQUIRED VOTE. With respect to the election of any director by the
Senior Preferred Holders, such director may be elected by the affirmative vote
of the Requisite Senior Preferred Holders at a meeting duly called for such
purpose at which a quorum is present or by written consent of signed by the
Requisite Senior Preferred Holders.

         (d) VACANCY. If there shall be any vacancy in the office of the
director elected by the Senior Preferred Holders, then a successor to hold
office for the unexpired term of such director may be elected by the affirmative
vote of the Requisite Senior Preferred Holders at a meeting duly called for such
purpose at which a quorum is present or by written consent signed by the
Requisite Senior Preferred Holders.


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         (e) REMOVAL. Any director who shall have been elected to the Board of
Directors of the Company by the Senior Preferred Holders may be removed during
his or her term of office, either with or without cause, by, and only by, the
affirmative vote of the Requisite Senior Preferred Holders at a meeting duly
called for such purpose at which a quorum is present or by written consent
signed by the Requisite Senior Preferred Holders, and any vacancy created by
such removal may be filled only in the manner provided herein.

         (f) PROCEDURES. Any meeting of the Senior Preferred Holders and any
action taken by the Senior Preferred Holders by written consent without a
meeting in order to elect or remove a director hereunder shall be held in
accordance with the procedures and provisions of the Company's Bylaws, the
Delaware General Corporation Law and applicable law regarding shareholder
meetings and shareholder actions by written consent, as such are then in effect
(including, without limitation, the procedures and provisions for determining
the record date for shares entitled to vote).

         (g) NO EFFECT. The provisions of this SECTION 5 shall not affect in any
manner any other voting rights which the Senior Preferred Holders may have
pursuant hereto, the Company's Certificate of Incorporation or applicable law.

         6. REDEMPTION.

         (a) Unless the provisions of this SECTION 6 are waived by the Requisite
Senior Preferred Holders, the Company shall redeem all of the shares of Senior
Preferred Stock then outstanding on the Maturity Date. The per share redemption
price at which shares of Senior Preferred Stock are to be redeemed pursuant to
this SECTION 6(A) shall be equal to the Liquidation Value plus any accrued and
unpaid dividends (the "REDEMPTION PRICE"). To the extent that the Company does
not have funds legally available to redeem all of the Senior Preferred Stock,
the Company shall, to the extent of its funds legally available therefor, redeem
the Senior Preferred Stock from the Senior Preferred Holders on a pro rata basis
based upon the number of shares of Senior Preferred Stock held by each such
holder, and all remaining shares of Senior Preferred Stock shall be exchanged in
accordance with SECTION 7 hereof.

         (b) On and after the payment of the Redemption Price or any date set
for redemption (the "REDEMPTION DATE") pursuant to this SECTION 6 (unless
default shall be made by the Company in the payment of the Redemption Price, in
which event such rights shall be exercisable until such default is cured), all
rights in respect of the shares of the Senior Preferred Stock to be redeemed,
except the right to receive the Redemption Price, shall cease and terminate, and
such shares shall no longer be deemed to be outstanding, whether or not the
certificates representing such shares have been received by the Company.

         (c) Any communication or notice relating to redemption given pursuant
to this SECTION 6 shall be sent by first-class certified mail, return receipt
requested, postage prepaid, to the Senior Preferred Holders, at their respective
addresses as the same shall


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appear on the books of the Company, or to the Company at the address of its
principal, or registered office, as the case may be.

         (d) At any time on or after the Redemption Date, the Senior Preferred
Holders shall be entitled to receive the Redemption Price upon actual delivery
to the Company or its agents of the certificates representing the shares of the
Class A Preferred Stock to be redeemed.

         (e) Any redemption payments by the Company pursuant to this SECTION 6
shall be paid in cash by wire transfer of immediately available funds or bank or
cashier's check.

         (f) Any shares of Senior Preferred Stock which are redeemed, or
otherwise acquired by the Company shall be canceled and shall not be reissued,
sold or transferred as Senior Preferred Stock but such shares shall become
unclassified Preferred Stock of the Company (as treasury shares).

         7. EXCHANGE.

         (a) If the Company is to redeem the Senior Preferred Stock on the
Exchange Date pursuant to SECTION 6 hereof, to the extent that the Company does
not have funds legally available to redeem all of the shares of Senior Preferred
Stock on such date, the Company shall exchange all of the shares of Senior
Preferred Stock then outstanding on the Exchange Date and not so redeemed, plus
all accrued and unpaid dividends thereon, into senior secured debt of the
Company pursuant to Section 1.1 of the Second Amendment (the "Exchanged Debt")
with a principal amount of $1,000 for each $1,000 of Liquidation Value of such
Senior Preferred Stock and accrued, but unpaid dividends thereon. The Exchanged
Debt shall be on terms and conditions which are the same as the terms and
conditions (including, without limitation, provisions for the payment of
interest and repayment of principal) as all other indebtedness for borrowed
money under the Amended Credit Agreement, and shall be secured by the same
collateral as the debt under the Amended Credit Agreement, in each case MUTATIS
MUTANDIS. The exchange of shares of Senior Preferred Stock pursuant to this
SECTION 7 shall be effective immediately prior to the event giving rise to the
Company's redemption obligation.

         (b) The Exchanged Debt shall be noted on the appropriate books and
records of the Company and its subsidiaries and the lender(s) under the Amended
Credit Agreement. The Company hereby acknowledges its intent that the Exchanged
Debt comply with all the laws, regulations and orders of and/or administered by
the Federal Communications Commission, any state public utility commission,
public service commission or other similar governmental agency, authority,
commission or body having jurisdiction over the Company's business, or any other
statutory and regulatory requirements applicable to the Senior Preferred Holders
(or any subsequent holder) relating to its ownership, exercise and/or other
realization of rights in connection herewith. If at any time the terms and
conditions of any such ownership, exercise or other ability to realize upon
rights under this SECTION 7 violates, is in conflict with or requires any
consent under any such legal requirements, THEN the Company will use its


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best efforts to amend the underlying documents (or the relevant rights therein)
and/or to file and prosecute (or to cause others to file and prosecute)
applications for any such consent in order to enable the Company and the Senior
Preferred Holders (or such subsequent holder) to be in compliance in all
material respects with such legal requirements.

         (c) An exchange pursuant to this SECTION 7 shall be made no less than
30 days following the Exchange Date on the date therefor fixed by the Company
for the exchange (the "Exchange Date") and upon surrender of the certificate or
certificates representing the shares of Senior Preferred Stock to be exchanged
hereunder.

         8. REPLACEMENT. Upon receipt of evidence reasonably satisfactory to the
Company (an affidavit of the registered holder will be satisfactory) of the
ownership and the loss, theft, destruction or mutilation of any certificate
evidencing shares of Senior Preferred Stock, the Company will (at its expense)
execute and deliver in lieu of such certificate a new certificate of like kind
representing the shares of Senior Preferred Stock, dated the date of such lost,
stolen, destroyed or mutilated certificate. No Senior Preferred Holder shall be
required to provide the Company or any Person with an indemnity or surety bond
in the case of a lost, stolen or destroyed certificate, but the holder of a
mutilated certificate shall only be entitled to a replacement certificate upon
presentation of such mutilated certificate.

         9. AMENDMENT AND WAIVER. No amendment, modification or any other
change, directly or indirectly, in any manner with respect to any term or
provision of this Certificate or the Senior Preferred Stock will be valid
without the prior written consent of the Requisite Senior Preferred Holders.

         10. NOTICES. All notices will be in writing and will be delivered by
registered or certified mail, return receipt requested, postage prepaid and will
be deemed to have been given when so mailed (i) to the Company, at its principal
executive offices and (ii) to the holder of the Senior Preferred Stock, at such
holder's address as it appears in the stock records of the Company (unless
otherwise indicated by any such holder).


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IN WITNESS WHEREOF, Bizness Online, Inc. caused this Certificate to be signed by
its Chief Executive Officer and attested to by its Vice President, respectively,
on this 31st day of December 2001.


                                            BIZNESSONLINE.COM, INC.


                                            By: /s/ Mark E. Munro
                                               --------------------
                                               Name: Mark E. Munro
                                               Title: Chief Executive Officer


ATTEST:

/s/ Daniel J. Sullivan
------------------------
Name: Daniel J. Sullivan
Title: Vice President




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