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                                                                     Exhibit 4.2
           AMENDED CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
               OF SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK

                                       OF

                                  I-STORM, INC.


     I-STORM, INC. (the "Company"), a corporation organized and existing under
the laws of the State of Nevada, does hereby certify that:

     Pursuant to authority vested in the Board of Directors by Article V of the
Articles of Incorporation of the Company and the provisions of the Nevada
Revised Statutes, the Board of Directors has duly adopted the following recitals
and resolutions:

     WHEREAS, the Board of Directors is authorized by the Articles of
Incorporation to issue, to determine and fix the rights, preferences, privileges
and restrictions of one or more series of Preferred Stock, and the Board of
Directors has determined to establish the number of shares constituting that
series and to designate such series;

     WHEREAS, the Articles of Incorporation presently authorize the Company to
issue up to 3,000,000 shares of Preferred Stock in any class or series and the
Company has designated 600,000 of such shares of Preferred Stock to be Class A
Preferred Stock; and the Board of Directors now intends to establish a new class
of preferred stock;

     NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby amends
Article V of the Articles of Incorporation and fixes and determines the
designation of the number of shares constituting, and the rights, preferences,
privileges and restrictions relating to a new series of preferred stock, as
follows:

     1.   DESIGNATION. The series of preferred stock provided for by this
resolution shall be designated "Series B Cumulative Convertible Preferred Stock"
(hereinafter referred to as the "Series B Preferred Stock").

     2.   AUTHORIZATION. The number of shares constituting the Series B
Preferred Stock shall be 1,700,000 shares having a par value of $0.01 per share.

     3.   DIVIDENDS. The holders of the Series B Preferred Stock shall be
entitled to cumulative dividends at an annual rate of nine percent (9%) of the
offering price of $12.25 per share, when and as declared by the Board of
Directors, payable on a quarterly basis on November 15, February 15, May 15 and
August 15, in cash, or at the option of the Company, in shares of Common Stock.
Unpaid dividends will accumulate and be payable prior to the payment of
dividends on the Common Stock, but not before the payment of dividends on Series
A Cumulative Convertible Preferred Stock ("Series A Preferred Stock").



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     4.   CONVERSION RIGHTS.

          (a)  Subject to the antidilution provisions, each share of Series B
Preferred Stock may be converted, (i) at the option of the holder, at any time
after the last day upon which subscriptions are accepted for the Series B
Preferred Stock ("Final Closing of the Offering") of the Series B Preferred
Stock, (ii) and at the option of the Company, at any time after four years after
the Final Closing of the Offering, into such number of shares of the Company's
Common Stock as shall equal $12.25 divided by the lower of $3.50 or the closing
bid price for any five (5) consecutive trading days during the period commencing
11 months after the Final Closing of the Offering and ending one month
thereafter; provided, however, that in no event shall the Conversion Price be
reduced below $2.80; provided, that any unpaid dividends accumulated on the
Series B Preferred Stock, as set forth in Section 3, shall be paid to the
holders of the Series B Preferred Stock on the date of conversion, either in
cash, or at the option of the Company, in shares of Common Stock.

          (b)  Promptly after the receipt of certificates representing Series B
Preferred Stock and the surrender of Series B Preferred Stock, the Company shall
issue and deliver, or cause to be issued and delivered, to the holder a
certificate or certificates for the number of whole shares of Common Stock
issuable upon the conversion of such Series B Preferred Stock. The date of the
issuance of such Common Stock shall be the "Conversion Date." No fractional
shares shall be issued upon conversion of the Series B Preferred Stock into
shares of Common Stock. To the extent permitted by law, the conversion shall be
deemed to have been effected as of the close of business on the Conversion Date
(or on the next preceding business day if the Conversion Date is not a business
day) and at that time the rights of the holder of Series B Preferred Stock, as
such holder, shall cease, and the holder of the Series B Preferred Stock shall
become the holder of record of shares of Common Stock and shall solely be
entitled to the rights and preferences of the holders of shares of Common Stock.

          (c)  Notwithstanding anything herein to the contrary, on any
liquidation of the Company, the right of conversion of the Series B Preferred
Stock shall terminate at the close of business on the last full business day
before the date fixed for payment of the amount distributable on the Series B
Preferred Stock.

     5.   ANTIDILUTION RIGHTS. The Conversion Price and the number of shares
issuable upon conversion shall be subject to adjustment as follows:

          (a)  In case the Company shall (i) declare a dividend on its Common
Stock payable in shares of its Common Stock, (ii) subdivide its outstanding
shares of Common Stock, into a greater number of shares, (iii) combine its
outstanding shares of Common Stock into a smaller number of shares, or (iv)
issue any shares of its capital stock by reclassification of the Common Stock
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), then, and in each
case, the Conversion Price in effect at the time of the record date for such
dividend or of the effective date of such subdivision, combination or
reclassification shall be proportionately adjusted so that the holder of any
shares of the Series B Preferred Stock surrendered for conversion after such
time shall be entitled to receive the kind and amount of shares such holder
would have owned or have been entitled to receive had such shares of the Series
B Preferred Stock been converted immediately



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prior to the time of such dividend, subdivision, combination, or
reclassification. Such adjustment shall be made successively whenever any event
listed above shall occur.

          (b)  In case of any capital reorganization or reclassification of the
capital stock of the Company, or a consolidation or merger of the Company with
or into any other corporation (other than a consolidation or merger in which the
Company is the surviving or continuing corporation), or in case of any sale or
transfer of all or substantially all of the assets of the Company, the holder of
each share of the Series B Preferred Stock, shall have after such
reorganization, reclassification, consolidation, merger, sale or transfer, the
right to convert such share of the Series B Preferred Stock solely into the kind
and amount of shares of stock and other securities and property which such
holder would have been entitled to receive had such share of Series B Preferred
Stock been converted immediately prior to such consolidation, merger, sale or
transfer.

          (c)  Whenever there is an adjustment in the Conversion Price and/or
the number or kind of securities issuable upon conversion of the Series B
Preferred Stock, as provided herein, the Company shall promptly file in the
custody of its Secretary, a certificate signed by an officer of the Company,
showing in detail the facts requiring such adjustment, the number and kind of
securities issuable upon conversion of Series B Preferred Stock upon such
adjustment, and the Conversion Price; and notice of such adjustment along with a
duplicate officer's certificate shall be sent by registered mail, postage paid,
to the holder at its address as it shall appear in the Company's Stock Register.

     6.   The Corporation shall at all times reserve and keep available and free
of preemptive rights out of its authorized but unissued Common Stock, solely for
the purpose or effecting the conversion of the Series B Preferred Shares, such
number of shares of Common Stock (or such other shares or securities as may be
required) as shall from time to time be sufficient to effect the conversion of
all outstanding Series B Preferred Shares, and if at any time the number of
authorized but unissued shares of Common Stock (or any such other shares or
other securities) shall not be sufficient to effect the conversion of all then
outstanding Series B Preferred Stock, the Corporation shall take such action as
may be necessary to increase it authorized but unissued shares of Common Stock
(or other shares or other securities) to such number of shares as shall be
sufficient for such purposes.

     7.   VOTING RIGHTS. (a) Except as otherwise required by law or as set forth
in this Section 7, the holders of Series B Preferred Stock shall not have any
voting rights.

     (b) So long as any shares of Series B Preferred Stock are outstanding, in
addition to any other vote or consent of shareholders required in the Articles
of Incorporation or the ByLaws of the Company, the consent of the holders of at
least sixty-six and two-thirds per cent (66 2/3%) of Series B Preferred Stock at
the time outstanding, such consent given in person or by proxy, either in
writing without a meeting, or by vote at any meeting called for the purpose of
obtaining such consent, shall be necessary for effecting or validating :

          (i)  Any amendment , alteration or repeal of any of the provisions of
               the Articles of Incorporation, or of the ByLaws of the
               Corporation, which affects adversely the voting powers, rights or
               preferences of the holders of Series B Preferred Stock; provided,
               however that the amendment of the



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               provisions of the Articles of Incorporation so as to authorize or
               create or to increase the authorized amount of , any junior stock
               or parity stock shall not be deemed to affect adversely the
               voting powers, rights or preferences of the holders of Series B
               Preferred;

          (ii) The authorization of or creation of, or the increase in the
               authorized amount of, any stock of any class or any security
               convertible into stock of any class, ranking prior to Series B
               Preferred Stock in the distribution of assets on any liquidation,
               dissolution, or winding up of the Company or in the payment of
               dividends;

         (iii) The merger or consolidation of the Company with or into any
               other corporation, unless after such merger or consolidation, if
               the Company should be the surviving corporation, there shall be
               no class of stock and no other securities either authorized or
               outstanding, ranking prior to the Series B Preferred Stock,
               except for the Series A Preferred Stock, in the distribution of
               assets on any liquidation, dissolution or winding up of the
               Company, or in the payment of dividends; or if the Company should
               not be the surviving corporation, the holders of Series B
               Preferred Stock immediately preceding such merger or
               consolidation shall receive the same number of shares of stock in
               the surviving corporation, which shall have the same rights and
               preferences in the surviving corporation, as in the Company.

          (iv) The purchase or redemption of any shares of any series of parity
               stock or junior stock (whether pursuant to mandatory redemption
               or sinking fund provisions, optional redemption provisions or
               otherwise) unless the full dividend on all shares of Series B
               Preferred Stock then outstanding shall have been paid or
               declared, and a sum sufficient, or shares sufficient, for the
               payment of such dividends shall have been set apart by the
               Company.

     8.   REGISTRATION RIGHTS.

          (a)  "Registrable Securities" shall mean: (i) any share of Series B
Preferred Stock; (ii) the Common Stock issued or issuable upon conversion of any
share of Series B Preferred Stock; and (iii) any Warrant or Common Stock or
other securities of the Company issued as (or issuable upon the conversion or
exercise of any warrant, right or other security which is issued as) a dividend
or other distribution with respect to, or in exchange for, any share of Series B
Preferred Stock, excluding in all cases, however, any Registrable Securities
sold to the public pursuant to a registration under the Securities Act or an
applicable exemption therefrom.

          (b)  If (but without any obligation to do so) the Company at any time
commencing on the date of issuance proposes to register (including for this
purpose a registration statement effected by the Company for securityholders
other than the Holder) any of its securities under the Securities Act of 1933
(the "Act") in connection with the public offering of such securities solely for
cash (other than a registration on Form S-4, Form S-8 or any form which does not
include substantially the same information as would be required to be included
in a registration statement covering the sale of the Registrable Securities),
the Company shall promptly give the



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Holder written notice of such registration. Upon the written request of the
Holder given within twenty (20) days after receipt of such written notice from
the Company, the Company shall, subject to the provisions of this Section 6,
cause to be registered under the Securities Act all of the Registrable
Securities that the Holder has requested to be registered; provided, however,
that the Registrable Securities shall be subject to restrictions on transfer for
such number of days after the effective date of the subject registration
statement as may be specified by the managing underwriter.

          (c)  If any of the Holder of the Registrable Securities should notify
the Company within twenty (20) days after receipt of any such notice of its or
their desire to include any such securities in such proposed registration
statement, the Company shall afford each of the Holder of the Registrable
Securities the opportunity to have any such Registrable Securities registered
under such registration statement.

               Notwithstanding the provisions of this Section 8(c), the Company
shall have the right at any time after it shall have given written notice
pursuant to this Section 8(c) (irrespective of whether a written request for
inclusion of any such securities shall have been made) to elect not to file any
such proposed registration statement, or to withdraw the same after the filing
but prior to the effective date thereof.

          (d)  Effective after the Final Closing until twelve months thereafter,
any holder shall have the one-time demand registration right to provide notice
to the Company on behalf of all holders, requiring the Company to register the
Common Stock. In such event, the Company will do any and all things necessary to
effect such registration and to have the registration statement declared
effective as soon as practicable following such demand.

          (e)  In the event that the Company should register the Registrable
Securities under either Section 8(c) or 8(d) hereof, the Company shall bear the
expense of any accounting and registration costs associated with such
registration under the Act.

     9.   RANKING. With respect to the payment of dividends and upon
liquidation, the shares of the Series B Preferred Stock shall rank senior to the
shares of Common Stock of the Company and junior to the shares of Series A
Preferred Stock.

     10.  REDEMPTION RIGHTS. Neither the Company nor the holders of Class B
Preferred Stock shall have any redemption rights with respect to the Class B
Preferred Stock.

11.  LIQUIDATION, DISSOLUTION AND WINDING UP In the event of any liquidation,
dissolution or winding up of the Company, whether voluntary or involuntary, each
holder of Series B Preferred Stock shall have the right to a ratable
distribution of assets of the Company from any of the Company's assets then
available for distribution after the satisfaction of the liquidation,
dissolution and winding up preferences of the holders of the Series A Preferred
Stock, and before the satisfaction of the liquidation, dissolution and winding
up preferences of the holders of Common Stock, all in accordance with the Nevada
Revised Statutes. Whenever the distribution provided for in this Section 11
shall be payable in property other than cash, the value of such distribution
shall be the fair market value of such property as determined in good faith by
not less than a majority of the directors then serving on the Board of Directors
of the Company. A reorganization of the Company, or a consolidation or merger of
the Corporation with or into another corporation



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or entity or a sale of or other disposition of all or substantially all of the
assets of the Company, shall not be treated as a liquidation, dissolution or
winding up of the Company within the meaning of this Section 11.









                     (THIS SECTION INTENTIONALLY LEFT BLANK)






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     The foregoing amendment was duly adopted by the Board of Directors without
the requirement of shareholder action by meeting held on January 11, 1999,
pursuant to the Articles of Incorporation and the provisions of the Nevada
Revised Statutes.

     IN WITNESS WHEREOF, I-Storm, Inc. has caused this Amended Certificate of
Designation, Preferences and Rights of Series B Preferred Stock to be executed
by its President and attested to by its Secretary this 25th day of January,
1999.


ATTEST:                                        I-STORM, INC.


By:   /s/ Stephen Venuti                       By:   /s/ Calbert Lai
      -----------------------------                  ---------------------------
      Stephen Venuti, Secretary                      Calbert Lai, President





STATE OF CALIFORNIA     :
                        :  ss
COUNTY OF SANTA CLARA   :

     On this 25th day of January, 1999, personally appeared before me, the
undersigned, a notary public, Calbert Lai and Stephen Venuti, who being by me
first duly sworn, declared that they are the President and Secretary,
respectively, of the above-named corporation, acknowledged that they signed the
foregoing Amended Certificate of Designation, and verified that the statements
contained therein are true.


            WITNESS MY HAND AND OFFICIAL SEAL.



                                         [SIG]
                                         ---------------------------------------
                                         /s/ Sally A. Morello, Notary Public
                                         --------------------

                                         Residing in Santa Clara County



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