Exhibit 4.3

                      CERTIFICATE OF DESIGNATION
                        e-automate Corporation
                 Series B Convertible Preferred Stock


       e-automate   Corporation   (the  "Corporation"),   a   Delaware
corporation,  hereby  certifies that pursuant to  authority  conferred
upon  the Board of Directors of the Corporation by its Certificate  of
Incorporation,  as amended, and in accordance with the  provisions  of
Section  151 of the General Corporation Law of Delaware ("DGCL"),  the
Board  of  Directors of the Corporation, at a meeting duly called  and
held  pursuant to Section 141 of the DGCL, duly adopted the  following
resolution  providing for the designation and the powers, preferences,
and  the qualifications, limitations or restrictions thereof,  of  the
Series B Convertible Preferred Stock (the "Series B Preferred Stock"),
which resolution is as follows:

      RESOLVED, that pursuant to the authority vested in the Board  of
Directors of this Corporation in accordance with the provisions of its
Certificate of Incorporation, as amended, and pursuant to the  General
Corporation  Law  of  Delaware, a series of  Preferred  Stock  of  the
Corporation  is hereby created, such series of Preferred Stock  to  be
designated  the Series B Convertible Preferred Stock,  to  consist  of
1,000  shares,  $0.001 par value per share, with  a  stated  value  of
$1,000 per share (the "Stated Value"). The Series B Preferred Stock is
being  issued  pursuant to the terms and conditions  of  that  certain
Securities  Purchase Agreement dated as of June 21, 2000,  as  amended
from  time  to  time (the "Purchase Agreement"), which is incorporated
herein  by  this  reference. Capitalized terms  used  herein  and  not
otherwise  defined  shall  have the meanings  given  to  them  in  the
Purchase  Agreement.  The  powers, preferences  and  rights,  and  the
qualifications, limitations or restrictions of the Series B  Preferred
Stock shall be as follows:

1.    Voting  Rights. Except as otherwise required by applicable  law,
each  share  of Series B Preferred Stock issued and outstanding  shall
have the number of votes equal to the whole number of shares of common
stock  into which the share of Series B Preferred Stock is convertible
(with any fractional share determined on an aggregate conversion basis
being rounded to the nearest whole share).

2.          Dividends.  Upon approval of the Board of  Directors,  the
holder  of Series B Preferred Stock shall be entitled to receive  (out
of legally available funds) cumulative dividends equal to 8% per annum
and  payable  quarterly within 5 days after the last business  day  of
each  calendar quarter (the "Dividend Payment Date").  The  holder  of
Series  B Preferred Stock, at its option, may elect to receive payment
of  dividends in cash or in Common Stock at the Conversion  Price,  as
defined below. Proceeds on Series B Preferred Stock shall be junior in
preference and subordinate to Series 2000-A Preferred Stock and on all
other  series  or classes of stock of the Corporation.  Dividends  for
less  than a full calendar quarter shall be prorated and based on  the
actual number of days elapsed divided by 360 days.

3.    Conversion. Holders of Series B Preferred Stock shall  have  the
right,  but  not  the  obligation  to  convert  into  fully  paid  and
nonassessable shares (calculated as to each conversion to the  nearest
number  of whole shares) of the common stock, $.001 par value, of  the
Corporation (the "Common Stock") at the conversion rate of 200  shares
of Common Stock for each share of Series B Preferred Stock.

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     On or after December 19, 2001, the Company may require the Holder
to convert all of the outstanding Series B Preferred Stock held by the
Holder into shares of Common Stock as provided in this Designation  by
delivering to the Holder 30-days prior written notice of the  exercise
of this right.

     A.   Exercise of Conversion Privilege. To exercise the conversion
privilege, the Holder of the Series B Preferred Stock shall  surrender
to  the  Corporation such Series B Preferred Stock, duly  endorsed  or
assigned to the Corporation or in blank, accompanied by written Notice
of Conversion to the Corporation in the form provided in the Series  B
Preferred  Stock  that  the Holder elects to  convert  such  Series  B
Preferred  Stock or, if less than the entire principal amount  thereof
is to be converted, the specified portion.

      Series  B Preferred Stock shall be deemed to have been converted
immediately prior to the close of business on the day of surrender  of
such  Series B Preferred Stock for conversion in accordance  with  the
foregoing  provisions, and at such time the rights of the  Holders  of
such  Series B Preferred Stock as Holders shall cease, and the  person
or  persons  entitled  to  receive  the  Common  Stock  issuable  upon
conversion shall be treated for all purposes as the record  holder  or
holders of such Common Stock as and after such time.

      Within  two  (2)  business days after the conversion  date,  the
Corporation, without cost to the Holder, shall issue and shall deliver
to  the Holder of the converted Series B Preferred Stock or the person
specified by such Holder a certificate or certificates for the  number
of  full shares of Common Stock issuable upon conversion registered in
the  name  of  such  Holder or such other person as  shall  have  been
specified by such Holder and all accrued and unpaid dividends  on  the
converted  Series B Preferred Stock or portion thereof upon which  the
Holder does not elect to receive payment in Common Stock.

      Upon  conversion  of Series B Preferred Stock,  the  Corporation
shall  take all such actions as are necessary in order to insure  that
the  Common  Stock issuable with respect to such conversion  shall  be
validly issued, fully paid and nonassessable.

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     The Corporation shall not close its books against the transfer of
Common  Stock issued or issuable upon conversion of Series B Preferred
Stock  in  any  manner which interferes with the timely conversion  of
Series  B  Preferred Stock. The Corporation shall assist and cooperate
with  any  Holder  of Series B Preferred Stock required  to  make  any
governmental filings or obtain any governmental approval prior  to  or
in  connection  with  the  conversion  of  Series  B  Preferred  Stock
(including, without limitation, making any filings required to be made
by the Corporation).

     The Corporation shall at all times reserve and keep available out
of  its authorized but unissued shares of Common Stock, solely for the
purpose  of issuance upon the conversion of Series B Preferred  Stock,
such number of shares of Common Stock issuable upon the conversion  of
all  outstanding Series B Preferred Stock. All shares of Common  Stock
which  are so issuable shall, when issued, be duly and validly issued,
fully  paid  and  nonassessable and free from  all  taxes,  liens  and
charges.  The  Corporation  shall take all  such  actions  as  may  be
necessary  to assure that all such shares of Common Stock  may  be  so
issued  without  violation  of  any  applicable  law  or  governmental
regulation  or  any  requirements of any domestic securities  exchange
upon  which shares of Common Stock may be listed (except for  official
notice  of  issuance  which  shall be  immediately  delivered  by  the
Corporation upon each such issuance).

      B.   Subdivision or Combination of Shares. If the Corporation at
any   time   subdivides   (by  any  stock   split,   stock   dividend,
recapitalization, or otherwise) the outstanding shares of Common Stock
into a greater number of shares of Common Stock, or pays a dividend or
makes  a distribution to holders of outstanding shares of Common Stock
in  the form of shares of Common Stock, or combines (by reverse  stock
split  or  otherwise) the outstanding shares of Common  Stock  into  a
smaller  number  of  shares, the Conversion  Price  of  the  Series  B
Preferred  Stock  in effect immediately prior to such  event  and  the
number  of  shares  of Common Stock issuable upon  conversion  of  the
Series B Preferred Stock shall be proportionately adjusted so that the
holder  of  the  Series B Preferred Stock thereafter  surrendered  for
conversion shall be entitled to receive after the occurrence of any of
the  events  described the proportionate number of  shares  of  Common
Stock  to which the holder would have been entitled had such Series  B
Preferred Stock been exercised immediately prior to the occurrence  of
such event, such adjustment to become effective immediately after  the
opening  of  business on the day following the date  upon  which  such
subdivision  or combination or reclassification, as the case  may  be,
becomes effective.

      C.    Liquidation  of  the Corporation.  In  the  event  of  the
liquidation, dissolution, or winding up of the Corporation,  a  notice
thereof shall be sent to the Holder at least 15 days before the record
date  specified for determining holders of the shares of Common  Stock
entitled   to   receive  any  distribution  upon   such   liquidation,
dissolution, or winding up.

       D.     Consolidation  of  Corporation.  In  the  case  of   any
consolidation  or  merger  of the Corporation  with  or  into  another
corporation  (other  than  a consolidation  or  merger  in  which  the
Corporation is the surviving corporation and which does not result  in
any  reclassification or change of outstanding  shares  of  the  class
issuable upon conversion of the Series B Preferred Stock), or in  case
of  any sale or transfer to another corporation of the property of the
Corporation as an entirety or substantially as an entirety, the Holder
of each Series B Preferred Stock then outstanding shall have the right
to exercise such Series B Preferred Stock for the purchase of the kind
and amount of shares of Common Stock and other securities and property
receivable  upon such consolidation, merger, sale, or  transfer  by  a
holder  of the number of shares of Common Stock which would have  been
issuable  if  the  conversion  of the Series  B  Preferred  Stock  had
occurred  immediately prior to such consolidation,  merger,  sale,  or
transfer.

<PAGE>                             -3-


     E.   Notices.

           (i)   Immediately  upon any adjustment  of  the  Conversion
Price,  the  Corporation  shall give written  notice  thereof  to  the
Holder,  setting  forth  in  reasonable  detail  and  certifying   the
calculation of such adjustment.

           (ii)      The Corporation shall give written notice to  the
Holder  at  least  30 days prior to the date on which the  Corporation
closes its books or takes a record (A) with respect to any dividend or
distribution upon the Common Stock, (B) with respect to any  pro  rata
subscription offer to holders of Common Stock, or (C) for  determining
rights  to  vote with respect to any recapitalization, reorganization,
reclassification, consolidation, merger, sale of all or  substantially
all of the Corporation's assets, dissolution or liquidation.

           (iii)     The Corporation shall also give written notice to
the  Holder  at  least  30  days  prior  to  the  date  on  which  any
recapitalization,  reorganization,  reclassification,   consolidation,
merger,  sale of all or substantially all of the Corporation's assets,
dissolution or liquidation shall take place.

4..   Liquidation  and Sale Preferences. In the event of  liquidation,
dissolution  or  winding  up, whether voluntary  or  involuntary,  (an
"Event  of Liquidation") of the Corporation, the holders of  Series  B
Preferred Stock, prior and in preference to the holders of the  common
stock, shall be entitled to receive (i) the Stated Value per share  of
Series  B Preferred (adjusted to reflect stock dividends, stock splits
or  recapitalizations, if any), plus (ii) accrued but unpaid dividends
(the  "Liquidation Preference"). The Liquidation Preference shall rank
junior  to Series 2000-A Preferred Stock but shall retain priority  as
to  all  other  series or classes of stock of the  Corporation.  After
payment  of  the  Liquidation Preference and  any  other  preferential
payments on other series or classes of stock except the common  stock,
the holders of Series B Preferred Stock shall have no other rights  to
the  remaining  assets of the Corporation. If upon the  occurrence  of
such event, the assets and funds thus distributed among the holders of
the  Series  B  Preferred Stock shall be insufficient  to  permit  the
payment  to  such holders of the full aforesaid preferential  amounts,
then  the entire assets and funds of the Corporation legally available
for distribution shall be distributed ratably among the holders of the
Series  B  Preferred Stock in proportion to the amount of  such  stock
owned  by each such holder. The Corporation shall mail to each  holder
of  Series  B Preferred Stock, at least twenty (20) days prior  to  an
Event  of  Liquidation, a notice setting forth the date on which  such
Event of Liquidation is expected to become effective and the type  and
amount  of  anticipated  proceeds per share  of  common  stock  to  be
distributed with respect thereto and shall afford each such holder the
opportunity  to  convert  such  shares of  Series  B  Preferred  Stock
pursuant to Section (iii) (conditional upon the consummation  of  such
Event of Liquidation) prior to the consummation thereof.

      A  consolidation or merger of the Corporation with or  into  any
other   corporation  or  corporations,  or  a  sale,  conveyance,   or
disposition  of  all  or  substantially  all  of  the  assets  of  the
Corporation, or the effectuation of any acquisition of the Corporation
by  any  other entity by means of a transaction or series  of  related
transactions  in  which more than fifty percent (50%)  of  the  voting
power  of the Corporation is disposed of (the "Sale"), shall be deemed
to  be an Event of Liquidation; provided, however, that if holders  of

<PAGE>                             -4-


Series  B  Preferred Stock are to receive more than  the  preferential
amounts  due  them  under the immediately preceding paragraph  in  the
Sale, the Sale shall not be an Event of Liquidation and all holders of
Series B Preferred Stock shall participate ratably with the holders of
common  stock  and the holders of any other series of preferred  stock
with  similar rights in proportion to the amount of shares  of  common
stock owned by each such holder on an as-converted basis and shall not
be entitled to receive any preferential amounts.

5.    Amendments and Waivers. Series B Preferred Stock may be  amended
only with the written consent of the Holder, and any existing Event of
Noncompliance  may  be  waived only with the written  consent  of  the
Holder.

      RESOLVED,  that the Board of Directors has determined  that  the
rights  and preferences of the Series B Preferred Stock are under  the
circumstances  presently prevailing, fair and  equitable  to  all  the
existing stockholders.

       IN  WITNESS  WHEREOF,  the  Corporation  has  caused  its  duly
authorized officers to execute this certificate this 19th day of June,
2000.

                              e-automate Corporation


                              By:  /s/ Lon D. Price
                                  ----------------------------------
                                  Lon D. Price,
                                  Its:  President and Chief Executive
                                  Officer

                               By: /s/ Kim A. Green
                                   -----------------------------------
                                   Kim A. Green,
                                   Its:  Director of Finance



STATE OF UTAH       )
                    : ss.
COUNTY OF UTAH      )

      On  July  17, 2000, personally appeared before me Lon D.  Price,
personally  known to me (or proved to me on the basis of  satisfactory
evidence)  to  be the person whose name is subscribed  to  the  within
instrument  and acknowledged to me that he executed the  same  in  his
authorized  capacity, and that by his signature on the instrument  the
person,  or the entity upon behalf of which the person acted, executed
the instrument.

     WITNESS my hand and official seal.      /s/ Marnae Ballantyne
                                             --------------------------
                                             NOTARY PUBLIC

My Commission Expires: 1/11/2003
Residing at: American Fork, Utah 84003


<PAGE>                             -5-

STATE OF UTAH       )
                    : ss.
COUNTY OF UTAH      )

      On  July  17, 2000, personally appeared before me Kim A.  Green,
personally  known to me (or proved to me on the basis of  satisfactory
evidence)  to  be the person whose name is subscribed  to  the  within
instrument  and acknowledged to me that he executed the  same  in  his
authorized  capacity, and that by his signature on the instrument  the
person,  or the entity upon behalf of which the person acted, executed
the instrument.

     WITNESS my hand and official seal.      /s/ Marnae Ballantyne
                                             -------------------------
                                             NOTARY PUBLIC


My Commission Expires: 1/11/2003
Residing at: American Fork, Utah 84003




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