<PAGE>
EXHIBIT 10.32


                                 AMENDMENT NO. 2
                                       TO
                   CERTIFICATE OF DESIGNATION, NUMBER, POWERS,
               PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL,
                AND OTHER SPECIAL RIGHTS AND THE QUALIFICATIONS,
       LIMITATIONS, RESTRICTIONS, AND OTHER DISTINGUISHING CHARACTERISTICS
                     OF SERIES B CONVERTIBLE PREFERRED STOCK
                                       OF
                               JUNUM INCORPORATED
                            (F/K/A EURBID.COM, INC.)
                       ADOPTED PURSUANT TO SECTION 15 1(G)
                                     OF THE
                        DELAWARE GENERAL CORPORATION LAW


          RESOLVED, that pursuant to the authority expressly granted to the
Board of Directors (the "Board of Directors") of Junum Incorporated (formerly
known as Eurbid.com, Inc.), a Delaware corporation (the "Company"), by the
provisions of the Amended and Restated Certificate of Incorporation of the
Company and the provisions of Section 15 1(g) of the Delaware General
Corporation Law, and after having obtained the unanimous written consent of all
of the holders of the Series B Preferred Stock, the Board of Directors hereby
amends the Certificate of Designations of Series B Preferred Stock, as follows:

          Amendment No. 1 to the Certificate of Designations is hereby deleted.

          Section 3(C)(iv) of the Certificate of Designations is hereby amended
          deleting Section 3(c)(iv), and adding in its place the following:

          (iv) Conversion Rate. Anytime after the Closing date, Holder is
          entitled to convert each of its Series A Shares, plus any accrued but
          unpaid dividends, into 10,000 shares of Common Stock.

          IN WITNESS WHEREOF, this Amendment to Certificate of Designation has
been executed on behalf of the Company by its Chief Executive Officer and
attested by its Secretary this 6th day of November 2001.

JUNUM INCORPORATED


BY: /s/ David B. Coulter
    -----------------------------
    David B. Coulter, CEO


BY: /s/ Kate Greenberg
    -----------------------------
    Kate Greenberg
          Chief Financial Officer and Secretary


<PAGE>


                   CERTIFICATE OF DESIGNATION, NUMBER, POWERS,
               PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL,
                AND OTHER SPECIAL RIGHTS AND THE QUALIFICATIONS,
               LIMITATIONS, RESTRICTIONS, AND OTHER DISTINGUISHING
             CHARACTERISTICS OF SERIES B CONVERTIBLE PREFERRED STOCK
                                       OF
                                EURBID.COM, INC.

         EURBID.COM, Inc., a corporation organized and existing under the laws
of the State of Delaware (the "Company"), hereby certifies that:

         1. The Company is validly existing and incorporated under the laws of
the State of Delaware.

         2. The Company's Certificate of Incorporation, as amended, authorizes
the issuance of Preferred Shares, and expressly vests in the Board of Directors
the authority provided therein to issue any or all of such Preferred Shares in
one or more series, and by resolution or resolutions the designation, number,
full or limited voting powers, preferences and relative, participating, optional
and other special rights, and the qualifications, limitations, restrictions, and
other distinguishing characteristics of each series to be issued.

         3. DESIGNATION OF THE SERIES. The Board of Directors of the Company,
pursuant to authority expressly vested in it as aforesaid, has adopted the
following, creating a Series B issue of Preferred Stock;

         There shall be a series of convertible Preferred Stock designated as
"Series B Convertible Preferred Stock." The Series B Preferred Stock of such
series shall be referred to herein as the "Series B Shares." Upon initial
issuance by the Company, the price per share of the Series B Shares shall be
$1,000 (the "Purchase Price"). The par value per share is $0.01. The authorized
number of such Series B Shares is 25,000. All references to shares of common
stock or preferred stock herein shall assume the effectiveness of a 1:25 reverse
stock split to be completed in November 2000.

         A. VOTING RIGHTS. Except as otherwise required by law, the Holders of
the Series B Shares shall not be entitled to vote separately, as a series, class
or otherwise, on any matter submitted to a vote of the stockholders of the
Company. Notwithstanding the foregoing, without the prior written consent of the
Holders of the Series B Shares;


         (i) the Company shall not amend, alter, or repeal (whether by
amendment, merger, or otherwise) any of the provisions related to the Series B
Shares in its Certificate of Incorporation, as amended, any resolutions of the
board of directors or any instrument establishing and designating the Series B
Shares in determining the relative rights and preferences thereof so as to
affect



                                       1
<PAGE>


any materially adverse change in the rights, privileges, powers, or preferences
of the Holders of Series B Shares; or

         (ii) the Company shall not create or designate any additional preferred
stock senior in right as to dividends, voting rights, redemptions or liquidation
to the Series B Shares.

         B. DIVIDENDS. Only such dividends as are declared by the Board of
Directors shall accrue or be paid on the Series B Preferred Stock.

         C. CONVERSION RIGHTS.

         (i) SERIES B SHARES. Upon the Company's receipt of a facsimile or
original of Holder's duly completed and signed Notice of Conversion, the Company
shall instruct its transfer agent to issue one or more Certificates representing
that number of Series B Shares of Common Stock into which the Series B Shares
are convertible. No Holder may deliver a Notice of Conversion to the Company
until the 90th day after delivery to the Company of written notice to the
Company of a Holder's intention to convert shares of Series B Preferred Stock (a
"Notice of Intention to Convert"). The delivery by a Holder of a Notice of
Intention to Convert shall not, without delivery of a corresponding Notice of
Conversion, obligate such Holder to convert any Series B Shares. The Company
shall not convert any Series B Shares prior to delivery of a Notice of
Conversion and a Notice of Intention to Convert as required herein.
Notwithstanding the foregoing, the Series B Shares shall not be convertible
until the earlier of (a) the shares of common stock issuable upon such
conversion are registered on a registration statement which has been declared
effective by the Securities and Exchange Commission, or (b) November 10, 2001;
provided, however, that the Holders of Series B Shares shall have the right to
convert the Series B Shares immediately, and without delivery of any Notice of
Intention to Convert, immediately prior to the closing of any sale of the
Company or substantially all of the Company's assets. The Company's transfer
agent or attorney shall act as Registrar and shall maintain an appropriate
ledger containing the necessary information with respect to each Series B Share.

         (ii) CONVERSION DATE. Such conversion shall be effectuated by
surrendering to the Company, or its attorney, the Series B Shares to be
converted together with a facsimile or original of the signed Notice of
Conversion. The date on which the Notice of Conversion is effective ("Conversion
Date") shall be deemed to be the date on which the Holder has delivered to the
Company a facsimile or original of the signed Notice of Conversion, as long as
the original Series B Shares to be converted are received by the Company or its
designated attorney within 3 business days thereafter. As long as the Series B
Shares to be converted are received by the Company within 3 business days after
it receives a facsimile or original of the signed Notice of Conversion, the
Company shall deliver to the Holder, or per the Holder's instructions, the
Series B Shares of Common Stock, with, unless as otherwise provided in this
Agreement, restrictive legends as set

                                       2
<PAGE>

forth in the subscription agreement executed by such Holder, within 5 business
days of receipt of the Series B Shares to be converted.

         (iii) COMMON STOCK TO BE ISSUED. Upon the conversion of any Series B
Shares and upon receipt by the Company or its attorney of a facsimile or
original of Holder's signed Notice of Conversion, Seller shall instruct Seller's
transfer agent to issue Stock Certificates in the name of Holder (or its
nominee) and in such denominations to be specified at conversion representing
the number of Series B Shares of Common Stock issuable upon such conversion, as
applicable.

         (iv) CONVERSION RATE. Anytime after the Closing Date, Holder is
entitled to convert each of its Series B Shares, plus any accrued but unpaid
dividends, into a number of shares of Common Stock of the Company equal to
$1,000 divided by the lesser of (I) 50% of the lowest closing price, as reported
by Bloomberg, LP or any securities exchange or market upon which the Company's
securities are listed, for the Company's Common Stock for the twenty (20)
trading days immediately preceding the Conversion Date or (ii) 80% of the lowest
per share price of any issuance of Common Stock or any securities convertible
into common stock prior to conversion, or (iii) $0.50 (each being referred to as
the "Conversion Price"). No fractional Series B Shares or scrip representing
fractions of Series B Shares will be issued on conversion, but the number of
Series B Shares issuable shall be rounded up or down, as the case may be, to the
nearest whole share.

         (v) It shall be the Company's responsibility to take all necessary
actions and to bear all such costs to issue certificates for the Common Stock as
provided herein, including the responsibility and cost for delivery of an
opinion letter to the transfer agent, if so required. The person in whose name
the certificate of Common Stock is to be registered shall be treated as a
shareholder of record on and after the conversion date. Upon surrender of any
Series B Shares that are to be converted in part, the Company shall issue to the
Holder one  certificates representing Series B Shares equal to the unconverted
amount, if so requested by Holder.

         (vi) The Company shall at all times reserve and have available all
Common Stock necessary to meet conversion of the Series B Shares by all Holders
of the entire amount of Series B Shares then outstanding.

         (vii) REDEMPTION. The Company may not redeem the Series B Preferred
Stock.

         (iix) PAYMENT OF TAXES. The Company shall pay all documentary stamp
taxes, if any, attributable to the initial issuance of the Common Stock;
provided, however, that the Company shall not be required to pay any tax or
taxes which may be payable, (i) with respect to any secondary transfer of the
Series B Shares or the Common Stock issuable upon exercise hereof or (ii) as a
result of the issuance of the Common Stock to any person other than the Holder,

                                       3
<PAGE>

and the Company shall not be required to issue or deliver any certificate for
any Common Stock unless and until the person requesting the issuance thereof
shall have paid to the Company the amount of such tax or shall have produced
evidence that such tax has been paid to the appropriate taxing authority.

         (ix) CERTAIN ADJUSTMENTS. In the event of any change in one or more
classes of capital stock of the Company by reason of any stock dividend, stock
split-up, recapitalization, reclassification, or combination, subdivision or
exchange of Series B Shares or the like, or in the event of the merger or
consolidation of the Company or the sale or transfer by the Company of all or
substantially all of its assets, then all liquidation preference, conversion and
other rights and privileges appurtenant to the Series B Series B Shares shall be
promptly and appropriately adjusted by the Board of Directors of the Company so
as to fully protect and preserve the same (such preservation and protection to
be to the same extent and effect as if the subject event had not occurred, or
the applicable right or privilege had been exercised immediately prior to the
occurrence of the subject event, or otherwise as the case may be), it being the
intention that, following any such adjustment, the Holders of the Series B
Series B Shares shall be in the same relative position with respect to their
rights and privileges as they possessed immediately prior to the event that
precipitated the adjustment.

         (x) COSTS. The Company shall pay all documentary, stamp, transfer or
other transactional taxes attributable to the issuance or delivery of Series B
Shares of Common Stock upon conversion of any Series B Shares; provided that the
Company shall not be required to pay any taxes which may be payable in respect
of any transfer involved in the issuance or delivery of any certificate for such
Series B Shares in a name other than that of the Holder of the Series B Shares
in respect of which such Series B Shares are being issued.

         D. LIQUIDATION.


         (i) SERIES B PREFERENCE. Upon any liquidation, dissolution or winding
up of the Company, whether voluntary or involuntary, the Holders of Series B
Shares shall be entitled, before any distribution or payment is made upon any
Shares of Common Stock or any Preferred Stock junior in rank to the Series B
Shares, to be paid an amount per share equal to the liquidation value described
in this Section 3.D(i) (the "Liquidation Value"). The per share Liquidation
Value of the Series B Shares on any date is equal to the sum of the following:

                  (A) $1,000 plus

                  (B) an amount equal to any accrued and unpaid dividends from
                  the date of issuance of the Series A Shares.



                                       4
<PAGE>




         Neither the consolidation nor merger of the Company with or into any
other corporation or other entities, nor the sale, transfer or lease of all or
substantially all of the assets of the Company shall itself be deemed to be a
liquidation, dissolution or winding-up of the Company within the meaning of this
Section 3.D. Notice of liquidation, dissolution, or winding-up of the Company
shall be mailed, by overnight courier, postage prepaid, not less than 20 days
prior to the date on which such liquidation, dissolution, or winding-up is
expected to take place or become effective, to the Holders of record of the
Series B Shares at their respective addresses as the same appear on the books of
the Company or supplied by them in writing to the Company for the purpose of
such notice, but no defect in such notice or in the mailing thereof shall affect
the validity of the liquidation, dissolution or winding-up.

         (ii) GENERAL.

                  (A) All of the preferential amounts to be paid to the Holders
of the Series B Shares pursuant to Section 3D(i) shall be paid or set apart for
payment before the payment or setting apart for payment of any amount for, or
the distribution of any assets of the Company to, the Holders of the Common
Stock or any preferred stock junior in rank to the Series B Shares in connection
with such liquidation, dissolution or winding-up.

                  (B) After setting apart or paying in full the preferential
amounts aforesaid to the Holders of record of the issued and outstanding Series
B Shares as set forth in Section 30(i), the Holders of record of Common Stock
and any preferred stock junior in rank to the Series B Shares shall be entitled
to participate in any distribution of any remaining assets of the Company, and
the Holders of record of the Series B Shares shall not be entitled to
participate in such distribution.

         E. REACQUIRED SERIES B SHARES. Any Series B Shares purchased,
converted, or otherwise acquired by the Company in any manner whatsoever shall
not be reissued as part of such Series B and shall be retired promptly after the
acquisition thereof. All such Series B Shares upon their retirement and the
filing of any certificate required in connection therewith pursuant to Delaware
Law shall become authorized but unissued Series B Shares of Preferred Stock.

         F. EQUALITY. All Series B Holders shall be subject to the same terms
and conditions as set forth herein. No Series B Holders shall be entitled to or
receive terms that are more favorable than those given to any other Series B
Holder. In the event a Series B Holder is given or receives terms more favorable
than those given to or received by any other Series B Holder, then in such event
all Series B Holders shall be given and entitled to those more favorable terms.

                                       5
<PAGE>


         C. COPIES OF AGREEMENTS, INSTRUMENTS, DOCUMENTS. Copies of any the
agreements, instruments or other documents referred to in this Certificate shall
be furnished to any shareholder upon written request to the Company at its
principal place of business.

         4.       The statements contained in the foregoing, creating and
                  designating the said Series B issue of Preferred Stock and
                  fixing the number, powers, preferences and relative, optional,
                  participating, and other special rights and the
                  qualifications, limitations, restrictions, and other
                  distinguishing characteristics thereof shall, upon the
                  effective date of said series, be deemed to be included in and
                  be a part of the Certificate of Incorporation, as amended, of
                  the.

                                       6
<PAGE>


         IN WITNESS WHEREOF, this Certificate of Designation has been executed
on behalf of the Company by its President and attested by its Secretary this
____ day of November, 2000.

Signed and attested to on November 15, 2000.

         EURBID.COM, INC.



         By /s/ David B. Coulter
            ---------------------------------------------
            David B. COULTER, its President and CEO duly authorized

Attest:


By____________________________
                 Secretary



STATE OF                            ) ss.
COUNTY OF                           )

On the ____ day of November 2000, before me personally appeared
__________________________ to me known and known to me to be the individual
described in and who executed the foregoing certificate and he thereupon
acknowledged that he was the _________________ of Integrated Communication
Networks, Inc. and duly authorized to execute the same on its behalf and that he
executed the same as his free act and deed.


                                        ____________________________
                                            Notary Public


<PAGE>


                   CERTIFICATE OF DESIGNATION, NUMBER, POWERS,
               PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL,
                AND OTHER SPECIAL RIGHTS AND THE QUALIFICATIONS,
               LIMITATIONS, RESTRICTIONS, AND OTHER DISTINGUISHING
             CHARACTERISTICS OF SERIES C CONVERTIBLE PREFERRED STOCK
                                       OF
                                EURBID.COM, INC.

         EURBID.COM, Inc., a corporation organized and existing under the laws
of the State of Delaware (the "Company"), hereby certifies that:

         1. The Company is validly existing and incorporated under the laws of
the State of Delaware.

         2. The Company's Certificate of Incorporation, as amended, authorizes
the issuance of Preferred Shares, and expressly vests in the Board of Directors
the authority provided therein to issue any or all of such Preferred Shares in
one or more series, and by resolution or resolutions the designation, number,
full or limited voting powers, preferences and relative, participating, optional
and other special rights, and the qualifications, limitations, restrictions, and
other distinguishing characteristics of each series to be issued.

         3. DESIGNATION OF THE SERIES. The Board of Directors of the Company,
pursuant to authority expressly vested in it as aforesaid, has adopted the
following, creating a Series C issue of Preferred Stock;

         There shall be a series of convertible Preferred Stock designated as
"Series C Convertible Preferred Stock." The Series C Preferred Stock of such
series shall be referred to herein as the "Series C Shares." Upon initial
issuance by the Company, the price per share of the Series C Shares shall be
$1,000 (the "Purchase Price"). The par value per share is $0.01. The authorized
number of such Series C Shares is 25,000.

         A. VOTING RIGHTS. Except as otherwise required by law, the Holders of
the Series C Shares shall not be entitled to vote separately, as a series, class
or otherwise, on any matter submitted to a vote of the stockholders of the
Company. Notwithstanding the foregoing, without the prior written consent of the
Holders of the Series C Shares, the Company shall not amend, alter, or repeal
(whether by amendment, merger, or otherwise) any of the provisions related to
the Series C Shares in its Certificate of Incorporation, as amended, any
resolutions of the board of directors or any instrument establishing and
designating the Series C Shares in determining the relative rights and
preferences thereof so as to affect any materially adverse change in the rights,
privileges, powers, or preferences of the Holders of Series C Shares.

         B. DIVIDENDS. Only such dividends as are declared by the Board of
Directors shall accrue or be paid on the Series C Preferred Stock.

                                       1
<PAGE>


         C. CONVERSION RIGHTS.

         (i) SERIES C SHARES. Upon the Company's receipt of a facsimile or
original of Holder's duly completed and signed Notice of Conversion, the Company
shall instruct its transfer agent to issue one or more Certificates representing
that number of Series C Shares of Common Stock into which the Series C Shares
are convertible. Notwithstanding the foregoing, without the prior written
consent of the Company, the Series C Shares shall not be convertible until
December 31, 2002; provided, however, that the Holders of Series C Shares shall
have the right to convert the Series C Shares immediately prior to the closing
of any sale of the Company or substantially all of the Company's assets. The
Company's transfer agent or attorney, or the Company, shall act as Registrar and
shall maintain an appropriate ledger containing the necessary information with
respect to each Series C Share.

         (ii) CONVERSION DATE. Such conversion shall be effectuated by
surrendering to the Company, or its attorney, the Series C Shares to be
converted together with a facsimile or original of the signed Notice of
Conversion. The date on which the Notice of Conversion is effective ("Conversion
Date") shall be deemed to be the date on which the Holder has delivered to the
Company a facsimile or original of the signed Notice of Conversion, as long as
the original Series C Shares to be converted are received by the Company or its
designated attorney within 3 business days thereafter. As long as the Series C
Shares to be converted are received by the Company within 3 business days after
it receives a facsimile or original of the signed Notice of Conversion, the
Company shall deliver to the Holder, or per the Holder's instructions, the
Series C Shares of Common Stock, with, unless as otherwise provided in this
Agreement, restrictive legends as set forth in the subscription agreement
executed by such Holder, within 5 business days of receipt of the Series C
Shares to be converted.

         (iii) COMMON STOCK TO BE ISSUED. Upon the conversion of any Series C
Shares and upon receipt by the Company or its attorney of a facsimile or
original of Holder's signed Notice of Conversion, Seller shall instruct Seller's
transfer agent to issue Stock Certificates in the name of Holder (or its
nominee) and in such denominations to be specified at conversion representing
the number of Series C Shares of Common Stock issuable upon such conversion, as
applicable.

         (iv) CONVERSION RATE. Anytime after the Closing Date, Holder is
entitled to convert each of its Series C Shares, into 1,000 shares of Common
Stock of the Company. No fractional Series C Shares or scrip representing
fractions of Series C Shares will be issued on conversion, but the number of
Series C Shares issuable shall be rounded up or down, as the case may be, to the
nearest whole share.

                                       2
<PAGE>

         (v) It shall be the Company's responsibility to take all necessary
actions and to bear all such costs to issue certificates for the Common Stock as
provided herein, including the responsibility and cost for delivery of an
opinion letter to the transfer agent, if so required. The person in whose name
the certificate of Common Stock is to be registered shall be treated as a
shareholder of record on and after the conversion date. Upon surrender of any
Series C Shares that are to be converted in part, the Company shall issue to the
Holder new certificates representing Series C Shares equal to the unconverted
amount, if so requested by Holder.

         (vi) The Company shall at all times reserve and have available all
Common Stock necessary to meet conversion of the Series C Shares by all Holders
of the entire amount of Series C Shares then outstanding.

         (vii) REDEMPTION. The Company may redeem the Series C Preferred Stock
upon such terms and conditions as are agreed to in a written agreement between
the Company and the holder of such Series C Preferred Stock.

         (iix) PAYMENT OF TAXES. The Company shall pay all documentary stamp
taxes, if any, attributable to the initial issuance of the Common Stock;
provided, however, that the Company shall not be required to pay any tax or
taxes which may be payable, (i) with respect to any secondary transfer of the
Series C Shares or the Common Stock issuable upon exercise hereof or (ii) as a
result of the issuance of the Common Stock to any person other than the Holder,
and the Company shall not be required to issue or deliver any certificate for
any Common Stock unless and until the person requesting the issuance thereof
shall have paid to the Company the amount of such tax or shall have produced
evidence that such tax has been paid to the appropriate taxing authority.

         (ix) CERTAIN ADJUSTMENTS. In the event of any change in one or more
classes of capital stock of the Company by reason of any stock dividend, stock
split-up, recapitalization, reclassification, or combination, subdivision or
exchange of Series C Shares or the like, or in the event of the merger or
consolidation of the Company or the sale or transfer by the Company of all or
substantially all of its assets, then all liquidation preference, conversion and
other rights and privileges appurtenant to the Series C Shares shall be promptly
and appropriately adjusted by the Board of Directors of the Company so as to
fully protect and preserve the same (such preservation and protection to be to
the same extent and effect as if the subject event had not occurred, or the
applicable right or privilege had been exercised immediately prior to the
occurrence of the subject event, or otherwise as the case may be), it being the
intention that, following any such adjustment, the Holders of the Series C
Shares shall be in the same relative position with respect to their rights and
privileges as they possessed immediately prior to the event that precipitated
the adjustment.



                                       3
<PAGE>


         (x) COSTS. The Company shall pay all documentary, stamp, transfer or
other transactional taxes attributable to the issuance or delivery of Series C
Shares of Common Stock upon conversion of any Series C Shares; provided that the
Company shall not be required to pay any taxes which may be payable in respect
of any transfer involved in the issuance or delivery of any certificate for such
Series C Shares in a name other than that of the Holder of the Series C Shares
in respect of which such Series C Shares are being issued.

         D. LIQUIDATION.

         (i) SERIES C PREFERENCE. Upon any liquidation, dissolution or winding
up of the Company, whether voluntary or involuntary, the Holders of Series C
Shares shall be entitled, before any distribution or payment is made upon any
Shares of Common Stock or any Preferred Stock junior in rank to the Series C
Shares, to be paid an amount per share equal to the liquidation value described
in this Section 3.D(i) (the "Liquidation Value"). The per share Liquidation
Value of the Series C Shares on any date is equal to the sum of the following:

                           (A) $1,000.00 plus

                           (B) an amount equal to any accrued and unpaid
                           dividends from the date of issuance of the Series C
                           Shares.

Neither the consolidation nor merger of the Company with or into any other
corporation or other entities, nor the sale, transfer or lease of all or
substantially all of the assets of the Company shall itself be deemed to be a
liquidation, dissolution or winding-up of the Company within the meaning of this
Section 3.D. Notice of liquidation, dissolution, or winding-up of the Company
shall be mailed, by overnight courier, postage prepaid, not less than 20 days
prior to the date on which such liquidation, dissolution, or winding-up is
expected to take place or become effective, to the Holders of record of the
Series C Shares at their respective addresses as the same appear on the books of
the Company or supplied by them in writing to the Company for the purpose of
such notice, but no defect in such notice or in the mailing thereof shall affect
the validity of the liquidation, dissolution or winding-up.

         (ii) GENERAL.

                  (A) All of the preferential amounts to be paid to the Holders
of the Series C Shares pursuant to Section 3D(i) shall be paid or set apart for
payment before the payment or setting apart for payment of any amount for, or
the distribution of any assets of the Company to, the Holders of the Common
Stock or any preferred stock junior in rank to the Series C Shares in connection
with such liquidation, dissolution or winding-up.

                                       4
<PAGE>


                  (B) After setting apart or paying in full the preferential
amounts aforesaid to the Holders of record of the issued and outstanding Series
C Shares as set forth in Section 3D(i), the Holders of record of Common Stock
and any preferred stock junior in rank to the Series C Shares shall be entitled
to participate in any distribution of any remaining assets of the Company, and
the Holders of record of the Series C Shares shall not be entitled to
participate in such distribution.

         E. REACQUIRED SERIES C SHARES. Any Series C Shares purchased,
converted, or otherwise acquired by the Company in any manner whatsoever shall
not be reissued as part of such Series C and shall be retired promptly after the
acquisition thereof. All such Series C Shares upon their retirement and the
filing of any certificate required in connection therewith pursuant to Delaware
Law shall become authorized but unissued Series C Shares of Preferred Stock.

         F. EQUALITY. All Series C Holders shall be subject to the same terms
and conditions as set forth herein. No Series C Holders shall be entitled to or
receive terms that are more favorable than those given to any other Series C
Holder. In the event a Series C Holder is given or receives terms more favorable
than those given to or received by any other Series C Holder, then in such event
all Series C Holders shall be given and entitled to those more favorable terms.

         C. COPIES OF AGREEMENTS, INSTRUMENTS, DOCUMENTS. Copies of any of the
agreements, instruments or other documents referred to in this Certificate shall
be furnished to any shareholder upon written request to the Company at its
principal place of business.

         4.       The statements contained in the foregoing, creating and
                  designating the said Series C issue of Preferred Stock and
                  fixing the number, powers, preferences and relative, optional,
                  participating, and other special rights and the
                  qualifications, limitations, restrictions, and other
                  distinguishing characteristics thereof shall, upon the
                  effective date of said series, be deemed to be included in and
                  be a part of the Certificate of Incorporation, as amended, of
                  the Company.


                                       5
<PAGE>


         IN WITNESS WHEREOF, this Certificate of Designation has been executed
on behalf of the Company by its President and attested by its Secretary this
22nd day of November, 2000.

Signed and attested to on November 22, 2000.

                   EURBID.COM, INC.

                   By: /s/ David B. Coulter
                       ---------------------------------------------------------
                       David B. COULTER, its President and CEO duly authorized

Attest:


By /s/ signature
   ---------------------------------
                        Secretary


                                       6