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                                                                     EXHIBIT 4.9


                    CERTIFICATE OF DESIGNATIONS, PREFERENCES

                                  AND RIGHTS OF

                   SENIOR CONVERTIBLE SERIES C PREFERRED STOCK

                                       OF

                              E-SYNC NETWORKS, INC.

                                      * * *


        E-Sync Networks, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware,

        DOES HEREBY CERTIFY:

        That, pursuant to authority conferred upon the Board of Directors by the
Certificate of Incorporation of said corporation, and pursuant to the provisions
of Section 151 of Title 8 of the Delaware Code of 1953, said Board of Directors
adopted a resolution by the unanimous written consent of its members, filed with
the minutes of the Board, providing for the issuance of a new series of
preferred stock designated as "Senior Convertible Series C Preferred Stock",
which resolution is as follows:

        RESOLVED that, pursuant to the authority vested in the Board of
Directors of E-Sync Networks, Inc., a Delaware corporation (the "Company") in
accordance with the provisions of the Certificate of Incorporation of the
Company (the "Certificate of Incorporation"), a series of the class of
authorized Preferred Stock, par value $0.01 per share, of the Company, is hereby
created and that the designation and number of shares thereof and the voting
powers, preferences and relative, participating, optional and other special
rights of the shares of such series, and the qualifications, limitations and
restrictions thereof are as follows:

        Section 1.    Designation and Number.

               (a)    The shares of such series shall be designated as "Senior
Convertible Series C Preferred Stock" (the "Series C Stock"). The number of
shares initially constituting the Series C Stock shall be 6,727,273, which
number may be decreased (but not increased) by the Board of Directors without a
vote of stockholders; provided, however, that such number may not be decreased
below the number of then outstanding shares of Series C Stock.

               (b)    The Series C Stock shall, with respect to dividend rights
and rights upon liquidation, dissolution or winding up, rank pari passu with the
each of the Company's Series A Convertible Preferred Stock (the "Series A
Stock") and the Company's Series B Convertible Preferred Stock (the "Series B
Stock") and prior to all other classes and series of capital stock of the
Company now or hereafter authorized (except as may be authorized pursuant to
Section 3(b)) including, without limitation, the Common Stock.

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               (c)    Capitalized terms used herein and not otherwise defined
shall have the meanings set forth in Section 9.

        Section 2.    Dividends and Distributions.

        In the event that the Company shall declare a dividend or make any other
distribution (including, without limitation, in cash, in capital stock (which
shall include, without limitation, any options, warrants or other rights to
acquire capital stock) of the Company or other property or assets) to holders of
Common Stock, then the Board of Directors shall declare, and the holder of each
share of Series C Stock shall be entitled to receive, a dividend or distribution
in an amount equal to the amount of such dividend or distribution received by a
holder of the number of shares of Common Stock for which such share of Series C
Stock is convertible on the record date for such dividend or distribution. Any
such amount shall be paid to the holders of shares of Series C Stock at the same
time such dividend or distribution is made to holders of Common Stock.

        Section 3.    Voting Rights.

        In addition to any voting rights provided by law, the holders of shares
of Series C Stock shall have the following voting rights:

               (a)    So long as the Series C Stock is outstanding, each share
of Series C Stock shall entitle the holder thereof to vote, in person or by
proxy, at a special or annual meeting of stockholders, on each of the matters
entitled to be voted on by holders of Common Stock, voting together as a single
class with other shares entitled to vote thereon. With respect to any such vote,
each share of Series C Stock shall entitle the holder thereof to cast that
number of votes per share as is equal to the number of votes that such holder
would be entitled to cast had such holder converted its shares of Series C Stock
into Common Stock on the record date for determining the stockholders of the
Company eligible to vote on any such matters.

               (b)    Unless the consent or approval of a greater number of
shares shall then be required by law, the affirmative vote of the holders of at
least a majority of the outstanding shares of Series C Stock, voting separately
as a single class, in person or by proxy, at a special or annual meeting of
stockholders called for the purpose, shall be necessary to (i) authorize,
increase the authorized number of shares of, or issue (including on conversion
or exchange of any convertible or exchangeable securities or by
reclassification), any shares of any class or classes of Senior Stock or Parity
Stock, (ii) authorize, adopt or approve an amendment to the Certificate of
Incorporation that would increase or decrease the par value of the shares of
Series C Stock, or alter or change the powers, preferences or special rights of
the shares of Series C Stock, other Parity Stock or Senior Stock, (iii) amend,
alter or repeal the Certificate of Incorporation so as to affect the shares of
Series C Stock adversely, including, without limitation, by granting any voting
right to any holder of notes, bonds, debentures or other debt obligations of the
Company, or (iv) authorize or issue any security convertible into, exchangeable
for or evidencing the right to purchase or otherwise receive any shares of any
class or classes of Senior Stock.

        Section 4.    Certain Restrictions.

               (a)    Whenever the Company shall not have converted shares of
Series C Stock at a time required by Section 7, at such time and thereafter
until all conversion obligations provided in Section 7 that have come due shall
have been satisfied, the Company shall not: (A) declare or pay dividends, or
make any other distributions, on any shares of Junior Stock, or (B) declare or
pay dividends, or make any other distributions, on any shares of Parity Stock,
except dividends or distributions paid ratably on the


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Series C Stock and all Parity Stock on which dividends are payable or in
arrears, in proportion to the total amounts to which the holders of all shares
of the Series C Stock and such Parity Stock are then entitled.

               (b)    Whenever the Company shall not have converted shares of
Series C Stock at a time required by Section 7, at such time and thereafter
until all conversion obligations provided in Section 7 that have come due shall
have been satisfied, the Company shall not redeem, purchase or otherwise acquire
for consideration, or require the conversion of, any shares of Junior Stock or
Parity Stock.

               (c)    The Company shall not permit any Subsidiary of the
Company, or cause any other Person, to purchase or otherwise acquire for
consideration any shares of capital stock of the Company unless the Company
could, pursuant to Section 4(b), purchase such shares at such time and in such
manner.

        Section 5.    Reacquired Shares.

        Any shares of Series C Stock converted, exchanged, redeemed, purchased
or otherwise acquired by the Company or any of its Subsidiaries or other
Affiliates in any manner whatsoever shall be retired and canceled promptly after
the acquisition thereof. All such shares of Series C Stock shall upon their
cancellation become authorized but unissued shares of Series C Stock, no par
value, of the Company and, upon the filing of an appropriate certificate with
the Secretary of State of the State of Connecticut, may be reissued as part of
another series of preferred stock, no par value per share, of the Company
subject to the conditions or restrictions on issuance set forth herein, but in
any event may not be reissued as shares of Series C Stock or other Parity Stock
unless all of the shares of Series C Stock issued on the Issue Date shall have
already been redeemed, converted or exchanged.

        Section 6.    Liquidation, Dissolution or Winding Up.

               (a)    If the Company shall commence a voluntary case under the
United States bankruptcy laws or any applicable bankruptcy, insolvency or
similar law of any other country, or consent to the entry of an order for relief
in an involuntary case under any such law or to the appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or other similar
official) of the Company or of any substantial part of its property, or make an
assignment for the benefit of its creditors, or admit in writing its inability
to pay its debts generally as they become due, or if a decree or order for
relief in respect of the Company shall be entered by a court having jurisdiction
in the premises in an involuntary case under the United States bankruptcy laws
or any applicable bankruptcy, insolvency or similar law of any other country, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or other similar official) of the Company or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and on
account of any such event the Company shall liquidate, dissolve or wind up, or
if the Company shall otherwise liquidate, dissolve or wind up, no distribution
shall be made (i) to the holders of shares of Junior Stock unless, prior
thereto, the holders of shares of Series C Stock, subject to Section 7, shall
have received the Liquidation Preference, plus all accrued and unpaid dividends,
to the date of distribution, with respect to each share, or (ii) to the holders
of shares of Parity Stock, except distributions made ratably on the Series C
Stock and all other Parity Stock in proportion to the total amounts to which the
holders of all shares of the Series C Stock and other Parity Stock are entitled
upon such liquidation, dissolution or winding up.

               (b)    Neither the consolidation or merger of the Company with or
into any other Person nor the sale or other distribution to another Person of
all or substantially all the assets, property or business of the Company shall
be deemed to be a liquidation, dissolution or winding up of the Company for
purposes of this Section 6.


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        Section 7.    Conversion.

               (a)    Any holder of Series C Stock shall have the right, at its
option, at any time and from time to time, to convert, subject to the terms and
provisions of this Section 7, any or all of such holder's shares of Series C
Stock into such number of fully paid and non-assessable shares of Common Stock
as is equal, subject to Section 7(g), to the product of the number of shares of
Series C Stock being so converted multiplied by the quotient of (i) Liquidation
Preference divided by the (ii) Conversion Price (as defined below) then in
effect. The "Conversion Price" shall be $0.36 per share, subject to adjustment
as set forth in Section 7(d). Such conversion right shall be exercised by the
surrender of the shares of Series C Stock to be converted (the "Shares") to the
Company at any time during usual business hours at its principal place of
business to be maintained by it, accompanied by written notice that the holder
elects to convert such Shares and specifying the name or names (with address) in
which a certificate or certificates for shares of Common Stock are to be issued
and (if so required by the Company) by a written instrument or instruments of
transfer in form reasonably satisfactory to the Company duly executed by the
holder or its duly authorized legal representative and transfer tax stamps or
funds therefor, if required pursuant to Section 7(k).

All Shares surrendered for conversion shall be delivered to the Company for
cancellation and canceled by it and no Shares shall be issued in lieu thereof.

               (b)    As promptly as practicable after the surrender, as herein
provided, of any Shares for conversion pursuant to Section 7(a), the Company
shall deliver to or upon the written order of the holder of the Shares so
surrendered a certificate or certificates representing the number of fully paid
and non-assessable shares of Common Stock into which such Shares may be or have
been converted in accordance with the provisions of this Section 7. Subject to
the following provisions of this Section 7, such conversion shall be deemed to
have been made immediately prior to the close of business on the date that such
Shares shall have been surrendered in satisfactory form for conversion, and the
Person or Persons entitled to receive the Common Stock deliverable upon
conversion of such Shares shall be treated for all purposes as having become the
record holder or holders of such Common Stock at such appropriate time, and such
conversion shall be at the Conversion Price in effect at such time; provided,
however, that no surrender shall be effective to constitute the Person or
Persons entitled to receive the Common Stock deliverable upon such conversion as
the record holder or holders of such Common Stock while the share transfer books
of the Company shall be closed (but not for any period in excess of five days),
but such surrender shall be effective to constitute the Person or Persons
entitled to receive such Common Stock as the record holder or holders thereof
for all purposes immediately prior to the close of business on the next
preceding day on which such share transfer books are open, and such conversion
shall be deemed to have been made at, and shall be made at the Conversion Price
in effect at, such time on such next preceding day. If the last day for the
exercise of the conversion right shall not be a Business Day, then such
conversion right may be exercised on the next preceding Business Day.

               (c)    Upon (i) the third anniversary of the Issue Date, each
outstanding share of Series C Stock, or (ii) if earlier, the transfer of any
shares of Series C Stock by an Initial Holder to any Person other than an
Affiliate of such Initial Holder, such shares of Series C Stock, shall
automatically, with no further action required to be taken by the Company or the
holder thereof, be converted into such number of fully paid and non-assessable
shares of Common Stock as is equal to the product of the number of shares of
Series C Stock being so converted, multiplied by the quotient of (i) the
Liquidation Preference divided by (ii) the Conversion Price then in effect.
Immediately thereafter, each holder of Series C Stock subject to such
conversion, shall be deemed to be the holder of record of the Common Stock
issuable upon conversion of such holder's Series C Stock, notwithstanding that
the share register of the Company shall then be closed or that certificates
representing such Common Stock shall not then be actually delivered to such
Person. Upon notice from the Company, each holder of Series C Stock so converted


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shall promptly surrender to the Company, at any where the Company shall maintain
a transfer agent for its Series C Stock and Common Stock, certificates
representing the shares so converted, duly endorsed in blank or accompanied by
proper instruments of transfer. On the date of such automatic conversion, all
rights with respect to the shares of Series C Stock so converted, including the
rights, if any, to receive notices and vote, will terminate, except only the
rights of holders thereof to (A) receive certificates for the number of shares
of Common Stock into which such shares of Series C Stock have been converted,
(B) be paid any declared but unpaid dividends thereon and (C) exercise the
rights to which they are entitled as holders of Common Stock.

               (d)    The Conversion Price shall be subject to adjustment as
follows:

                      (i)    In case the Company shall at any time or from time
        to time (A) pay a dividend or make any other distribution (other than a
        dividend or distribution paid or made to holders of shares of Series C
        Stock in the manner provided in Section 2) on the outstanding shares of
        any of its Common Stock in capital stock (which, for purposes of this
        Section 7(d) shall include, without limitation, any dividends or
        distributions in the form of options, warrants or other rights to
        acquire capital stock) of the Company or any Subsidiary or Affiliate
        thereof, (B) subdivide the outstanding shares of any of its Common Stock
        into a larger number of shares, (C) combine the outstanding shares of
        any of its Common Stock into a smaller number of shares, or (D) issue
        any shares of its capital stock in a reclassification of any of its
        Common Stock, then, and in each such case, the Conversion Price in
        effect immediately prior to such event shall be adjusted (and any other
        appropriate actions shall be taken by the Company) so that the holder of
        any share of Series C Stock thereafter surrendered for conversion shall
        be entitled to receive the number of shares of Common Stock or other
        securities of the Company that such holder would have owned or would
        have been entitled to receive upon or by reason of any of the events
        described above, had such share of Series C Stock been converted
        immediately prior to the occurrence of such event. An adjustment made
        pursuant to this Section 7(d)(i) shall become effective retroactively
        (A) in the case of any such dividend or distribution, to a date
        immediately following the close of business on the record date for the
        determination of holders of any of its Common Stock entitled to receive
        such dividend or distribution or (B) in the case of any such
        subdivision, combination or reclassification, to the close of business
        on the day upon which such corporate action becomes effective.

                      (ii)   In case the Company shall at any time or from time
        to time distribute to any holder of shares of its Common Stock
        (including any such distribution made in connection with a consolidation
        or merger in which the Company is the resulting or surviving corporation
        and the Common Stock is not changed or exchanged) cash, evidences of
        indebtedness of the Company or another issuer, securities of the Company
        or another issuer or other assets (excluding (A) dividends or
        distributions paid or made to holders of shares of Series C Stock in the
        manner provided in Section 2 and (B) dividends payable in shares of
        Common Stock for which adjustment is made under Section 7(d)(i)) or
        rights or warrants to subscribe for or purchase securities of the
        Company (excluding those in respect of which adjustments in the
        Conversion Price is made pursuant to Section 7(d)(i), then, and in each
        such case, the Conversion Price then in effect shall be adjusted by
        dividing the Conversion Price in effect immediately prior to the date of
        such distribution by a fraction (x) the numerator of which shall be the
        Current Market Price of the Common Stock on the record date referred to
        below and (y) the denominator of which shall be such Current Market
        Price of the Common Stock less the then fair market value (as determined
        in good faith by the Board of Directors of the Company, in the case of
        any such distribution other than a distribution of cash, based on an
        opinion of a nationally recognized investment banking firm unaffiliated
        with either the Company or the holders of the Series C Stock, chosen by
        the Company (which shall bear the expense thereof) and reasonably
        acceptable to a majority of the


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        holders of the Series C Stock, a certified resolution with respect to
        which shall be mailed to the holders of the Series C Stock) of the
        portion of the cash, evidences of indebtedness, securities or other
        assets so distributed or of such subscription rights or warrants
        applicable to one share of Common Stock (but such denominator not to be
        less than one); provided, however, that no adjustment shall be made with
        respect to any distribution of rights to purchase securities of the
        Company if the holder of shares of Series C Stock would otherwise be
        entitled to receive such rights upon conversion at any time of shares of
        Series C Stock into Common Stock unless such rights are subsequently
        redeemed by the Company, in which case such redemption shall be treated
        for purposes of this Section 7(d)(ii) as a dividend on the Common Stock.
        Such adjustment shall be made whenever any such distribution is made and
        shall become effective retroactively to a date immediately following the
        close of business on the record date for the determination of
        stockholders entitled to receive such distribution.

                      (iii)  In case the Company at any time or from time to
        time shall take any action affecting its Common Stock which could have a
        dilutive effect on the number of shares of Common Stock that may be
        issued upon conversion of the Series C Stock, other than an action
        described in any of Section 7(d)(i), 7(d)(ii) or Section 7(h), or an
        action which would have the same dilutive effect on the Series C Stock
        as on the Common Stock, then, and in each such case, the Conversion
        Price shall be adjusted in such manner and at such time as the Board of
        Directors of the Company in good faith determines to be equitable in the
        circumstances (such determination to be evidenced in a resolution, a
        certified copy of which shall be mailed to the holders of the Series C
        Stock).

                      (iv)   In the event that any convertible or exchangeable
        securities, options, warrants or other rights, the issuance of which
        shall have given rise to an adjustment pursuant to this Section 7(d)
        ("Convertible Securities"), shall have expired or terminated without the
        exercise thereof and/or if there shall have been an increase, with the
        passage of time or otherwise, in the price payable upon the exercise or
        conversion thereof or a decrease in the number of shares of Common Stock
        issuable upon the exercise or conversion thereof, then the Conversion
        Price hereunder shall be readjusted (but to no greater extent then
        originally adjusted) on the basis of (A) eliminating from the
        computation of the Conversion Price as of the time of the issuance of
        the Convertible Securities any shares of Common Stock corresponding to
        such Convertible Securities as shall have expired or terminated, (B)
        treating the additional shares of Common Stock, if any, actually issued
        or issuable pursuant to the previous exercise of such Convertible
        Securities as having been issued for the consideration actually received
        and receivable therefor and (C) treating any of such Convertible
        Securities which remain outstanding as being subject to exercise or
        conversion on the basis of such exercise or conversion price as shall be
        in effect at such time.

               (e)    If the Company shall take a record of the holders of any
of its Common Stock for the purpose of entitling them to receive a dividend or
other distribution, and shall thereafter and before the distribution to
stockholders thereof legally abandon its plan to pay or deliver such dividend or
distribution, then thereafter no adjustment in the Conversion Price then in
effect shall be required by reason of the taking of such record.

               (f)    Upon any increase or decrease in the Conversion Price,
then, and in each such case, the Company promptly shall deliver to each
registered holder of Series C Stock at least ten Business Days prior to
effecting any of the foregoing transactions a certificate, signed by the
President or a Vice-President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary of the Company, setting forth in
reasonable detail the event requiring the adjustment and the method by which
such adjustment was calculated and specifying the increased or decreased
Conversion Price then in effect following such adjustment.


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               (g)    No fractional shares or scrip representing fractional
shares shall be issued upon the conversion of any shares of Series C Stock. If
more than one share of Series C Stock shall be surrendered for conversion at one
time by the same holder, the number of full shares of Common Stock issuable upon
conversion thereof shall be computed on the basis of the aggregate number of the
shares of Series C Stock so surrendered. If the conversion of any share or
shares of Series C Stock results in a fraction, an amount equal to such fraction
multiplied by the Current Market Price of the Common Stock on the Business Day
preceding the day of conversion shall be paid to such holder in cash by the
Company.

               (h)    In case of any capital reorganization or reclassification
or other change of outstanding shares of Common Stock (other than a change in
par value, or from par value to no par value, or from no par value to par
value), or in case of any consolidation or merger of the Company with or into
another Person (other than a consolidation or merger in which the Company is the
resulting or surviving Person and which does not result in any reclassification
or change of outstanding Common Stock), or in case of any sale or other
disposition to another Person of all or substantially all of the assets of the
Company (any of the foregoing, a "Transaction"), the Company, or such successor
or purchasing Person, as the case may be, shall execute and deliver to each
holder of Series C Stock at least ten Business Days prior to effecting any of
the foregoing Transactions a certificate that the holder of each share of Series
C Stock then outstanding shall have the right thereafter to convert such share
of Series C Stock into the kind and amount of shares of stock or other
securities (of the Company or another issuer) or property or cash receivable
upon such Transaction by a holder of the number of shares of Common Stock into
which such share of Series C Stock could have been converted immediately prior
to such Transaction. Such certificate shall provide for adjustments which shall
be as nearly equivalent as may be practicable to the adjustments provided for in
this Section 7. If, in the case of any such Transaction, the stock, other
securities, cash or property receivable thereupon by a holder of Common Stock
includes shares of stock or other securities of a Person other than the
successor or purchasing Person and other than the Company, which controls or is
controlled by the successor or purchasing Person or which, in connection with
such Transaction, issues stock, securities, other property or cash to holders of
Common Stock, then such certificate also shall be executed by such Person, and
such Person shall, in such certificate, specifically acknowledge the obligations
of such successor or purchasing Person and acknowledge its obligations to issue
such stock, securities, other property or cash to the holders of Series C Stock
upon conversion of the shares of Series C Stock as provided above. The
provisions of this Section 7(h) and any equivalent thereof in any such
certificate similarly shall apply to successive Transactions.

               (i)    In case at any time or from time to time:

                      (A)    the Company shall declare a dividend (or any other
        distribution) on its Common Stock;

                      (B)    the Company shall authorize the granting to the
        holders of its Common Stock of rights or warrants to subscribe for or
        purchase any shares of stock of any class or of any other rights or
        warrants;

                      (C)    there shall be any reclassification of the Common
        Stock; or

                      (D)    there shall be an Extraordinary Event; then the
        Company shall mail to each holder of shares of Series C Stock at such
        holder's address as it appears on the transfer books of the Company, as
        promptly as possible but in any event at least ten days prior to the
        applicable date hereinafter specified, a notice stating (x) the date on
        which a record is to be taken for the purpose of such dividend,
        distribution or rights or warrants 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,


                                      -7-
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        distribution or rights are to be determined, or (y) the date on which
        such reclassification or Extraordinary Event is expected to become
        effective; provided that in the case of any event to which Section 7(h)
        applies, the Company shall give at least ten days' prior written notice
        as aforesaid. Such notice also shall specify the date as of which it is
        expected that holders of Common Stock of record shall be entitled to
        exchange their Common Stock for shares of stock or other securities or
        property or cash deliverable upon such reclassification or Extraordinary
        Event.

               (j)    The Company shall at all times reserve and keep available
for issuance upon the conversion of the Series C Stock, such number of its
authorized but unissued shares of Common Stock as will from time to time be
sufficient to permit the conversion of all outstanding shares of Series C Stock,
and shall take all action required to increase the authorized number of shares
of Common Stock if at any time there shall be insufficient authorized but
unissued shares of Common Stock to permit such reservation or to permit the
conversion of all outstanding shares of Series C Stock.

               (k)    The issuance or delivery of certificates for Common Stock
upon the conversion of shares of Series C Stock shall be made without charge to
the converting holder of shares of Series C Stock for such certificates or for
any tax in respect of the issuance or delivery of such certificates or the
securities represented thereby, and such certificates shall be issued or
delivered in the respective names of, or in such names as may be directed by,
the holders of the shares of Series C Stock converted; provided, however, that
the Company shall not be required to pay any tax which may be payable in respect
of any transfer involved in the issuance and delivery of any such certificate in
a name other than that of the holder of the shares of Series C Stock converted,
and the Company shall not be required to issue or deliver such certificate
unless or until the Person or Persons requesting the issuance or delivery
thereof shall have paid to the Company the amount of such tax or shall have
established to the reasonable satisfaction of the Company that such tax has been
paid.

        Section 8.    Certain Remedies.

        Any registered holder of Series C Stock shall be entitled to an
injunction or injunctions to prevent breaches of the provisions of this
Certificate of Amendment and to enforce specifically the terms and provisions of
this Certificate of Amendment in any court of the United States or any state
thereof having jurisdiction, this being in addition to any other remedy to which
such holder may be entitled at law or equity.

        Section 9.    Definitions.

        For the purposes of this Certificate of Designations, Rights and
Preferences, the following terms shall have the meanings indicated:

        "Affiliate" shall have the meaning ascribed to such term in Rule 12b?2
of the General Rules and Regulations under the Exchange Act.

        "Business Day" shall mean any day other than a Saturday, Sunday or other
day on which commercial banks in the City of New York are authorized or required
by law or executive order to close.

        "Common Stock" of the Company shall mean the Common Stock, no par value,
and any other common stock of the Company issued from time to time.

        "Conversion Price" shall have the meaning given it in Section 7 hereof.


                                      -8-
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        "Current Market Price" per share shall mean, on any date specified
herein for the determination thereof, (a) the average daily Market Price of the
Common Stock for those days during the period of 30 days, ending on such date,
on which the national securities exchanges were open for trading, and (b) if the
Common Stock is not then listed or admitted to trading on any national
securities exchange or quoted in the over-counter market, the Market Price on
such date.

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

        "Extraordinary Event" means (i) the voluntary or involuntary
liquidation, dissolution or winding up of the Company, (ii) the voluntary sale,
conveyance, exchange or transfer to another Person of all or substantially all
of the assets of the Company and its Subsidiaries or (iii) the merger or
consolidation of the Company with one or more other Persons.

        "Fair Market Value" shall mean the amount which a willing buyer, under
no compulsion to buy, would pay a willing seller, under no compulsion to sell,
in an arm's-length transaction.

        "Initial Holder" shall mean any Person to whom shares of Series C Stock
are initially issued.

        "Issue Date" shall mean the first date on which shares of Series C Stock
are issued.

        "Junior Stock" shall mean any capital stock of the Company ranking
junior (either as to dividends or upon liquidation, dissolution or winding up)
to the Series C Stock.

        "Liquidation Preference" with respect to a share of Series C Stock shall
mean $0.36.

        "Market Price" shall mean, per share of Common Stock, on any date
specified herein: (a) the closing price per share of the Common Stock on such
date published in such date is published in The Wall Street Journal, the average
of the closing bid and asked prices on such date, as officially reported on the
principal national securities exchange on which the Common Stock is then listed
or admitted to trading; or (b) if the Common Stock is not then listed or
admitted to trading on any national securities exchange but is designated as a
national market system security by the NASD, the last trading price of the
Common Stock on such date; or (c) if there shall have been no trading on such
date or if the Common Stock is not so designated, the average of the reported
closing bid and asked prices of the Common Stock, on such date as shown by
NASDAQ and reported by any member firm of the New York Stock Exchange selected
by the Company; or (d) if none of (a), (b) or (c) is applicable, the Fair Market
Value per share determined in good faith by the Board of Directors of the
Company based on an opinion of a nationally recognized investment banking firm
unaffiliated with either the Company or the holders of the Series C Stock,
chosen by the Company (who shall bear the expense thereof) and acceptable to the
holders of at least a majority in interest of the Series C Stock.

        "NASD" shall mean the National Association of Securities Dealers, Inc.

        "NASDAQ" shall mean the National Market System of the National
Association of Securities Dealers, Inc. Automated Quotations System.

        "Parity Stock" shall mean any capital stock of the Company, including
the Series A Stock and the Series B Stock, ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series C
Stock.


                                      -9-
<PAGE>

        "Person" shall mean any individual, firm, corporation, partnership,
trust, incorporated or unincorporated association, joint venture, joint stock
company, government (or an agency or political subdivision thereof) or other
entity of any kind, and shall include any successor (by merger or otherwise) of
such entity.

        "Senior Stock" shall mean any capital stock of the Company ranking
senior (either as to dividends or upon liquidation, dissolution or winding up)
to the Series C Stock.

        "Subsidiary" of any Person shall mean any corporation or other entity of
which a majority of the voting power of the voting equity securities or equity
interest, or rights to profits, is owned, directly or indirectly, by such
Person.



                                      -10-
<PAGE>

        IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by Michael A. Clark, its President and Chief Operating Officer, this 10th
day of October, 2001.


                                       E-SYNC NETWORKS, INC.


                                       By:   /s/  Michael A. Clark
                                           -------------------------------------
                                           Michael A. Clark
                                           President and Chief Operating Officer




                                      -11-