CERTIFICATE OF DESIGNATIONS, PREFERENCES
                             AND RELATIVE, OPTIONAL
                       OR OTHER SPECIAL RIGHTS OF SERIES A
                           CONVERTIBLE PREFERRED STOCK
                               AND QUALIFICATIONS,
                      LIMITATIONS AND RESTRICTIONS THEREOF

                                       OF

                              BUGSOLVER. COM, INC.

           (Under Section 151 of the Delaware General Corporation Law


<PAGE>






                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
                             AND RELATIVE, OPTIONAL
                       OR OTHER SPECIAL RIGHTS OF SERIES A
                           CONVERTIBLE PREFERRED STOCK
                               AND QUALIFICATIONS,
                      LIMITATIONS AND RESTRICTIONS THEREOF

                                       OF

                               BUGSOLVER.COM, INC.

           (Under Section 151 of the Delaware General Corporation Law)

<PAGE>


         Bugsolver.com,  Inc. (the "CORPORATION"),  a corporation  organized and
existing  under  and by virtue of the  General  Corporation  Law of the State of
Delaware  in  accordance  with the  provisions  of  Section  151 of 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,  said Board of Directors
duly  adopted  a  resolution  providing  for the  authorization  of a series  of
Preferred Stock consisting of 1,000,000 shares  designated  Series A Convertible
Redeemable Preferred Stock, which resolution is as follows:

         RESOLVED:  That,  pursuant  to  Article  FOURTH of the  Certificate  of
Incorporation of the Corporation,  there be and hereby is authorized and created
a series of  Preferred  Stock,  hereby  designated  as the Series A  Convertible
Redeemable  Preferred Stock, to consist of 1,000,000  shares,  par value of $.01
per  share,  having  the  designations,   preferences,  relative  participating,
optional and other special rights, qualifications,  limitations and restrictions
as hereinafter set forth:


<PAGE>

     SECTION 1.  DESIGNATION.  The  designation of the series of Preferred Stock
created  hereby is a Series A  Convertible  Redeemable  Preferred  Stock and the
number of shares  constituting  such  series is  1,000,000  ("SERIES A PREFERRED
STOCK").

     SECTION 2. RANK.  Except as otherwise  hereinafter  specifically set forth,
the Series A Preferred Stock shall,  with respect to dividend rights,  rights on
redemption  and  rights  on  liquidation,  winding  up and  dissolution,  unless
otherwise  determined with the affirmative vote of a majority in interest of the
then outstanding  Series A Preferred Stock,  rank prior to or on parity with any
other series of  preferred  stock  established  by the Board of Directors as set
forth in the  resolution of the  Corporation's  Board of Directors  creating any
such other series,  and prior to all classes of common stock of the  Corporation
("Common  Stock")  except  as  specifically  set  forth in this  Certificate  of
Incorporation. All such equity securities of the Corporation to which the Series
A Preferred  Stock ranks prior in respect to rights on  liquidation,  winding up
and  dissolution are  collectively  referred to herein as the "Junior Stock" and
all such  equity  securities  of the  Corporation  that rank on parity  with the
Series A  Preferred  Stock in respect to rights on  liquidation,  winding up and
dissolution are collectively referred to as "Parity Stock".

     SECTION 3. DIVIDENDS. The holders of the Series A Preferred Stock shall not
be entitled to receive  dividends except to the same extent that dividends shall
be paid or declared  on any Common  Stock of the  Corporation  during any fiscal
year of the Corporation,  with any dividends paid on Series A Preferred Stock in
accordance  herewith  being paid on an as  converted  basis  (with each share of
Series A Preferred  Stock being  entitled to receive the same  dividends as that
number of shares of Common Stock into which such Series A Preferred  Stock could
be converted under the terms of this  Certificate of Incorporation on the record
date for such declaration and payment of dividends on the Common Stock).

                                       2
<PAGE>

SECTION 4.                 LIQUIDATION, DISSOLUTION OR WINDING UP.

     (a) In the event of any liquidation, dissolution or winding up of the
Corporation,  whether  voluntary or involuntary (a  "LIQUIDATION  EVENT"),  each
holder of  outstanding  shares of Series a Preferred  Stock  ("SERIES A SHARES")
shall be entitled  to be paid (on a ratable  basis with any Parity  Stock),  for
each share,  out of the assets of the Corporation  available for distribution to
its stockholders an amount equal to $3.00 per share (adjusted  appropriately for
stock  splits,  stock  dividends  and the like),  together with any declared but
unpaid  dividends to which the holders of Series A Shares are entitled  pursuant
to Section 3 hereof (altogether, the "SERIES A VALUE"), before any payment shall
be made to the  holders  of any  class of Common  Stock or of any  other  Junior
Stock.

     (b) After the  payment  or the  setting  apart the  Series A Value per each
Series A Share,  the holders of the Common  Stock or of any other  Junior  Stock
shall be entitled to receive all remaining  assets and funds of the  Corporation
ratably on a per-share basis.

     (c)      RESERVED.

     (d) If any of the assets of the  Corporation  are to be  distributed  other
than in cash  under  this  Section  4 or for any  purpose,  then  the  Board  of
Directors  of  the  Corporation  shall  promptly  engage  independent  competent
appraisers to determine the value of the assets to be distributed to the holders
of the Series A Preferred Stock and Common Stock.  The Corporation  shall,  upon
receipt of such appraiser's valuation, give prompt written notice to each holder
of Series A Shares  and  shares of Common  Stock of the  appraiser's  valuation.
Notwithstanding  the above, any securities to be distributed to the stockholders
shall be valued as  follows:

          (i) If traded  on a  securities  exchange  or on the  Nasdaq  National
     Market  or the  Nasdaq  Small  Cap  Market  or if  traded  over-the-counter
     actively (as  determined  by the Board of Directors  of the  Company),  the

                                       3
<PAGE>

     value  shall be deemed to be the  average of the  closing bid prices of the
     securities on such exchange over the 30-day period ending five (5) business
     days prior to the closing or consummation of the Liquidation Event;

          (ii) If there is no active public market,  the value shall be the fair
     market value thereof,  as mutually  determined by the  Corporation  and the
     holders of not less than a majority  of Series a Shares;  PROVIDED  that if
     the Corporation and the holders of a majority of Series A Shares are unable
     to reach agreement,  then by independent  appraisal by an investment banker
     of national  reputation hired and paid by the  Corporation,  but reasonably
     acceptable to the holders of a majority of Series A Shares.

     SECTION 5. VOTING RIGHTS.  Except as otherwise expressly provided herein or
as required by law,  holders of Series A Shares shall be entitled to vote on all
matters for which  holders of Common Stock are  entitled to vote.  Each Series A
Share  shall  entitle  the  holder  thereof  to such  number  of votes per share
equaling  the  number of  shares  of  Common  Stock  into  which  such  share is
convertible,  determined as of the date for  determination  of holders of Common
Stock  entitled  to vote  with  respect  to such  matter.  Except  as  otherwise
expressly  provided herein or as required by law, the holders of Series A Shares
and shares of Common Stock shall vote together as a single class on all matters.

     SECTION 6.  CONVERSION.  The holders of Series A Preferred Stock shall have
the following conversion rights:

     (a) VOLUNTARY CONVERSION. A holder of any Series A Share shall be entitled,
at any time and from time to time after the date hereof and up to and  including
September 30, 2001, to cause such Series A Share to be converted into the number

                                       4
<PAGE>

of share(s) of Common Stock equal to $3.00 divided by the then-effective  Series
A CONVERSION  PRICE. THE INITIAL "SERIES A CONVERSION  PRICE" shall be $3.00 and
shall be subject to adjustment as hereinafter provided.

     (b)      AUTOMATIC CONVERSION.

          (i) Each  Series A Share shall  automatically  be  converted  into the
     number  of  share(s)  of  Common  Stock  equal  to  $3.00  divided  by  the
     then-effective  Series A Conversion Price upon the earlier of (X) September
     30, 2001, (Y) the closing of an underwritten public offering pursuant to an
     effective  registration  statement  under the  Securities  Act of 1933,  as
     amended,  covering the offer and sale of Common Stock of the Corporation to
     the public in which the proceeds  received,  net of underwriting  discounts
     and  commissions,   equal  or  exceed   $20,000,000  (a  "QUALIFIED  PUBLIC
     OFFERING"),  (Z) the  closing  of a "Change  in  Control"  transaction  (as
     defined in subsection (ii) below).

          (ii) For purposes of this Section 6, a "Change in Control" means:

                  1)       there shall be consummated

                  i. any consolidation or merger of the Corporation in which the
                    Corporation is not the  continuing or surviving  corporation
                    or  pursuant  to  which  any  shares  of  the  Corporation's
                    Preferred  Stock or Common  Stock are to be  converted  into
                    cash, securities or other property;  PROVIDED, that it shall
                    not be a Change in Control if the consolidation or merger is
                    with a corporation  which was a  wholly-owned  subsidiary of
                    the  corporation  immediately  before the  consolidation  or
                    merger;  and provided  further,  that even in the event that
                    the Corporation is the continuing or surviving  corporation,
                    it shall be a Change in Control if the  shareholders  of the
                    Corporation immediately prior to the consolidation or merger
                    do not own 50% or more of the  outstanding  capital stock of

                                       5

                    the  surviving  corporation  that is entitled to cast 50% or
                    more of the  votes for the  election  of  directors  of such
                    surviving corporation immediately after the consolidation or
                    merger; or

                 ii. any sale,  lease,   exchange  or  other  transfer  (in  one
                    transaction or a series of related  transactions) of all, or
                    substantially  all, of the assets of the Corporation  (other
                    than  to one or more  directly  or  indirectly  wholly-owned
                    subsidiaries of the Corporation); or

                  2) any  person  (as such  term is used in  Sections  13(d) and
                    14(d) of the  Securities  Exchange  Act of 1934,  as amended
                    (the "Exchange  Act")),  shall become the  beneficial  owner
                    (within the meaning of Rule 13d-3 under the  Exchange  Act),
                    directly or indirectly,  of 50% or more of the Corporation's
                    then outstanding voting capital stock;  PROVIDED,  that such
                    person  shall  not  be  a  wholly-owned  subsidiary  of  the
                    Corporation   immediately   before  it   becomes   such  50%
                    beneficial owner.

     (C)  CONVERSION  PROCEDURES.  Any  holder  of Series A Shares  desiring  to
convert such shares into shares of Common Stock shall  surrender the certificate
or certificates  representing the Series A Shares being converted, duly assigned
or endorsed for transfer to the  Corporation  (or  accompanied  by duly executed
stock  powers  relating  thereto),  at the  principal  executive  office  of the
Corporation  or the  offices of the  transfer  agent for the Series A  Preferred
Stock or such office or offices in the continental United States of an agent for
conversion  as may from time to time be  designated  by notice to the holders of
the Series A Preferred Stock by the  Corporation,  accompanied by written notice
of conversion.  Such notice of conversion shall specify (i) the number of Series
A Shares to be converted, (ii) the name or names in which such holder wishes the
certificate or certificates  for Common Stock and for any Series A Shares not to
be so converted  to be issued and (iii) the address to which such holder  wishes

                                       6
<PAGE>

delivery to be made of such new  certificates to be issued upon such conversion.
Upon surrender of a certificate or certificates representing Series A Shares for
conversion, the Corporation shall issue and send by hand delivery, by courier or
by first class mail (delivery cost or postage  prepaid) to the holder thereof or
to  such  holder's  designee,  at the  address  designated  by  such  holder,  a
certificate  or  certificates  for the number of shares of Common Stock to which
such holder shall be entitled upon  conversion.  In the event that a certificate
or  certificates  representing  Series A Shares,  of which only a portion of the
Series A Shares represented  thereby is to be converted,  have been surrendered,
the Corporation  shall issue and send to such holder or such holder's  designee,
in the  manner  set  forth  in the  preceding  sentence,  a new  certificate  or
certificates  representing  the  number  of  Series A Shares  that have not been
converted.

     (D) EFFECTIVE DATE OF CONVERSION. The issuance by the Corporation of shares
of Common Stock upon a conversion of Series A Shares into shares of Common Stock
made at the option of the holder  thereof  pursuant to Section 6(a) hereof shall
be effective as of the  surrender of the  certificate  or  certificates  for the
Series A Shares to be  converted,  duly assigned or endorsed for transfer to the
Corporation (or accompanied by duly executed stock powers relating thereto). The
issuance  by the  Corporation  of shares of Common  Stock upon a  conversion  of
Series A Preferred  Stock into Common Stock  pursuant to Section  6(b)(i) hereof
shall be  deemed  to be  effective  upon the  earlier  of  September  30,  2001,
immediately  prior  to  the  closing  of  the  Qualified  Public  Offering,   or
immediately  prior to the  closing  of a Change  in  Control.  On and  after the
effective  date of  conversion,  the person or persons  entitled  to receive the
shares of Common Stock  issuable upon such  conversion  shall be treated for all
purposes as the record holder or holders of such shares of Common Stock.

                                       7
<PAGE>

     (e) FRACTIONAL SHARES. The Corporation shall not be obligated to deliver to
holders  of Series A  Preferred  Stock  any  fractional  share of  common  stock
issuable  upon any  conversion  of such  Series a Preferred  Stock,  but in lieu
thereof may make a cash  payment in respect  thereof in any manner  permitted by
law.

     (f) RESERVATION OF COMMON STOCK. The Corporation shall at all times reserve
and keep available out of its authorized and unissued  Common Stock,  solely for
issuance  upon the  conversion of Series A Preferred  Stock as herein  provided,
free from any preemptive rights or other  obligations,  such number of shares of
Common Stock as shall from time to time be issuable  upon the  conversion of all
the Series A Preferred Stock then outstanding. The Corporation shall prepare and
shall use its best  efforts  to obtain and keep in force  such  governmental  or
regulatory permits or other  authorizations as may be required by law, and shall
comply with all requirements as to registration, qualification or listing of the
Common Stock, in order to enable the  Corporation  lawfully to issue and deliver
to each  holder of record of Series A  Preferred  Stock such number of shares of
its  Common  Stock  as shall  from  time to time be  sufficient  to  effect  the
conversion of all Series A Preferred Stock then outstanding and convertible into
shares of Common Stock.

     (g) ADJUSTMENTS.  The Series A Conversion Price in effect, and consequently
the number of shares of Common Stock into which the Series A Preferred  Stock is
convertible, from time to time shall be subject to adjustment as follows:

                           (I) STOCK DIVIDENDS,  SUBDIVISIONS AND  COMBINATIONS.
                  Upon the  issuance of  additional  shares of Common Stock as a
                  dividend or other  distribution  on outstanding  Common Stock,
                  the  subdivision of outstanding  shares of Common Stock into a
                  greater number of shares of Common Stock,  or the  combination

                                       8
<PAGE>

                  of outstanding shares of Common Stock into a smaller number of
                  shares of Common Stock,  the Series A Conversion  Price shall,
                  simultaneously   with   the   happening   of  such   dividend,
                  distribution,   subdivision  or  combination  be  adjusted  by
                  multiplying the then-effective  Series A Conversion Price by a
                  fraction, the numerator of which shall be the number of shares
                  of Common Stock  outstanding  immediately  prior to such event
                  and the  denominator of which shall be the number of shares of
                  Common  Stock  outstanding  immediately  after such event.  An
                  adjustment  made  pursuant to this  Section  6(g)(I)  shall be
                  given  effect,  in the case of payment  of such a dividend  or
                  distribution,  as of the record date for the  determination of
                  stockholders entitled to receive such dividend or distribution
                  (on a retroactive  basis) and in the case of a subdivision  or
                  combination  shall  become  effective  immediately  as of  the
                  effective date thereof.

                           (II)     BELOW CONVERSION PRICE ISSUANCES.

                           (A) In the event  that on or prior to March 31,  2001
                  (the  "Final  Date") the  Corporation  shall  issue  shares of
                  Preferred  Stock  or  Common  Stock,  or  securities  that are
                  convertible into, or exercisable or exchangeable for shares of
                  Preferred Stock or Common Stock (the  "Adjustment  Convertible
                  Securities) in  transactions  or pursuant to agreements  other
                  than those  Approved  Securities as identified in Section 6(l)
                  below, which issuance, conversions, exercises or exchanges are
                  at a price (or  reasonable  value if other than for payment in
                  cash) per share that is less than $3.00 per share [which price
                  per  share  shall be  adjusted  in  accordance  with,  MUTATIS
                  MUTANDIS,  the provisions of Section 6(g)(I) above],  the then
                  Series  A  Conversion  Price  shall,  simultaneously  with the

                                       9
<PAGE>

                  Closing  of  the  transaction  resulting  in  such  triggering
                  issuance of  securities,  be adjusted to reflect the same cash
                  price or value per share of Preferred Stock or Common Stock as
                  was paid or delivered in such transaction (or would be paid or
                  delivered  upon  conversion,   exercise  or  exchange  of  the
                  Adjustment  Convertible  Securities sold in that transaction).
                  Any adjustment of the Series A Conversion  Price made pursuant
                  to this  subprovision 6(g) (11)(A) shall be disregarded if, as
                  and when the  rights to  acquire  shares  of  Common  Stock or
                  Preferred  Stock upon exercise,  conversion or exchange of the
                  Adjustment  Convertible  Securities  that  gave  rise  to such
                  Series A Conversion Price  adjustment  expire or are cancelled
                  without having been exercised, converted or exchanged, so that
                  the Series A Conversion Price effective  immediately upon such
                  cancellation  or  expiration  shall be  equal to the  Series A
                  Conversion  Price in effect  immediately  prior to the time of
                  the   issuance   of  the  expired  or   cancelled   Adjustment
                  Convertible  Securities,  with such additional  adjustments as
                  would have been made to the Series A Conversion  Price had the
                  expired or cancelled  Adjustment  Convertible  Securities  not
                  been issued.

                           (B) If the  consideration  per share  provided for in
                  any options,  warrants or other rights to subscribe for shares
                  of  Common  Stock  or  any  securities   convertible  into  or
                  exchangeable  for shares of Common  Stock or  Preferred  Stock
                  (other than Approved  Securities,  as defined below in Section
                  6(l))  changes at any time on or prior to the Final Date,  the
                  Series A Conversion Price in effect at the time of such change
                  shall be  readjusted  to the  respective  Series A  Conversion
                  Price  that  would  have  been in effect at such time had such
                  options or  convertible  securities  provided for such changed
                  consideration  per share  (determined  as  provided in Section

                                       10
<PAGE>

                  6(G)(II)(A)  hereof) at the time initially granted,  issued or
                  sold;  provided  that  (i)  such  adjustment  of the  Series A
                  Conversion  Price will be made only as and to the extent  that
                  the Series A Conversion  Price  effective upon such adjustment
                  remains less than or equal to $3.00 per share [which price per
                  share shall be adjusted in accordance with,  MUTATIS MUTANDIS,
                  the  provisions  of Section 6(g) (I) above],  and (ii) no such
                  adjustment  shall affect Common Stock  previously  issued upon
                  conversion of Series A Preferred  Stock.  No adjustment of the
                  Series A  Conversion  Price shall be made under this Section 6
                  upon the  issuance of any  additional  shares of Common  Stock
                  that are issued  pursuant  to the  exercise  of any  warrants,
                  options or other  subscription  or purchase rights or pursuant
                  to the exercise of any  conversion  or exchange  rights in any
                  convertible  or  exchangeable  securities if an adjustment was
                  previously  made upon the issuance of such warrants,  options,
                  rights  or  convertible  or   exchangeable   securities.   Any
                  adjustment   of  the  Series  A  Conversion   Price  shall  be
                  disregarded  if, as, and when the rights to acquire  shares of
                  Common  Stock upon  exercise or  conversion  of the  warrants,
                  options, rights or convertible or exchangeable securities that
                  gave rise to such adjustment  expire or are cancelled  without
                  having been  exercised,  converted or  exchanged,  so that the
                  Series A  Conversion  Price  effective  immediately  upon such
                  cancellation  or  expiration  shall be  equal to the  Series A
                  Conversion  Price in effect  immediately  prior to the time of
                  the  issuance of the expired or cancelled  warrants,  options,
                  rights or convertible or  exchangeable  securities,  with such
                  additional adjustments as would have been made to the Series A

                                       11
<PAGE>

                  Conversion  Price  had  the  expired  or  cancelled  warrants,
                  options,  rights or convertible or exchangeable securities not
                  been issued.

                           (D) Except pursuant to Section 6(g)(I), no adjustment
                  of the Series A Stock  Conversion Price may have the effect of
                  increasing the Series A Conversion Price.

     (h) OTHER ADJUSTMENTS. In the event the Corporation shall make or issue, or
fix a record date for the  determination  of holders of Common Stock entitled to
receive,  a  dividend  or  other  distribution  payable  in  securities  of  the
Corporation  other  than  shares of Common  Stock,  then and in each such  event
lawful  and  adequate  provision  shall be made so that the  holders of Series A
Preferred Stock shall receive upon conversion  thereof in addition to the number
of shares of Common Stock receivable thereupon,  the number of securities of the
Corporation  that they would have  received had their  Series A Preferred  Stock
been converted into Common Stock immediately prior to the date of such event and
had they  thereafter,  during  the  period  from  the date of such  event to and
including the date of the  conversion  thereof in  accordance  with the terms of
this Section 6, retained such securities  receivable by them as aforesaid during
such period, giving application to all adjustments called for during such period
under this Section 6 as applied to such distributed securities.

         If the  Common  Stock  issuable  upon the  conversion  of the  Series A
Preferred Stock shall be changed into the same or different  number of shares of
any class or classes of stock,  whether by  reclassification or otherwise (other
than a subdivision or combination  of shares or stock  dividend,  subdivision or
combination  provided for above, or a reorganization,  merger,  consolidation or
sale of assets  provided for elsewhere in this Section 6), then and in each such
event the  holder of each  Series A Share  shall  have the right  thereafter  to

                                       12
<PAGE>

convert  such  share  into the kind and  amount  of  shares  of stock  and other
securities and property  receivable upon such  reclassification or other change,
by holders of the number of  share(s)  of Common  Stock into which such Series A
Shares could have been converted  immediately prior to such  reclassification or
change, all subject to further adjustment as provided herein.

     (i) MERGERS AND OTHER REORGANIZATIONS.  If at any time or from time to time
there  shall be a capital  reorganization  of the  Common  Stock  (other  than a
subdivision,  combination,  reclassification  or exchange of shares provided for
elsewhere in this  Section 6) or a merger or  consolidation  of the  Corporation
with or into another  corporation  (other than a Change of Control  provided for
elsewhere  in this  Section 6),  then,  as a part of and as a  condition  to the
effectiveness  of such  reorganization,  merger  or  consolidation,  lawful  and
adequate  provision  shall be made so that the holders of the Series A Preferred
Stock shall  thereafter  be entitled to receive upon  conversion of the Series A
Preferred  Stock the number of shares of stock or other  securities or property,
if any, of the Corporation or of the successor  corporation  resulting from such
reorganization,  merger or  consolidation,  to which a holder  of the  number of
shares of Common Stock deliverable upon conversion at the then applicable Series
A Conversion  Price would have been entitled on such  reorganization,  merger or
consolidation.  In any such  case,  appropriate  provisions  shall be made  with
respect to the rights of the holders of the Series A  Preferred  Stock after the
reorganization,  merger or  consolidation to the end that the provisions of this
Section 6  (including,  without  limitation,  provisions  for  adjustment of the
Series A Conversion  Price and the number of shares issuable upon the conversion
of the Series A Preferred  Stock) shall  thereafter be applicable,  as nearly as
may be,  with  respect  to any shares of stock,  securities  or  property  to be
deliverable thereafter upon the conversion of the Series A Preferred Stock.


                                       13
<PAGE>

     (j) NOTICES.  In each case of an adjustment or readjustment of the Series A
Conversion  Price, the Corporation will furnish each registered holder of Series
A  Preferred  Stock  with  a  certificate,  prepared  by  the  President  of the
Corporation,  showing such adjustment or readjustment, and stating in reasonable
detail the facts upon which such adjustment or readjustment is based.

     (k) NO IMPAIRMENT.  Before taking any action that would cause an adjustment
reducing the Series A Conversion  Price below the then par value (if any) of the
shares of Common Stock  deliverable upon conversion of Series A Preferred Stock,
the Corporation will use its best efforts to take any corporate action that may,
in the opinion of its counsel,  be necessary in order that the  Corporation  may
legally and validly issue fully paid and nonassessable shares of Common Stock at
such adjusted Series A Conversion  Price. The Corporation will not, by amendment
of its  Certificate  of  Incorporation,  this  Certificate of  Designations,  or
through any reorganization, recapitalization, transfer of assets, consolidation,
merger, dissolution,  issue or sale of securities or any other voluntary action,
avoid or seek to avoid the  observance or  performance of any of the terms to be
observed or performed  hereunder by the  Corporation,  but shall at all times in
good faith assist in the carrying  out of all the  provisions  of this Section 6
and in the taking of all such action as may be necessary or appropriate in order
to protect the conversion  rights of the holders of the Series A Preferred Stock
against impairment.

     (l) WHEN ADJUSTMENT NOT REQUIRED. Notwithstanding anything contained herein
to the contrary, no adjustment to the Series A Conversion Price or the number of
shares of Common  Stock into which the Series A Preferred  Stock is  convertible
will be required by reason of (i) the conversion of the Series A Preferred Stock
or (ii) the issuance or sale of options or warrants to purchase shares of Common

                                       14
<PAGE>

Stock (including the issuance of shares of Common Stock pursuant to the exercise
of the same) (A) of up to 610,000 shares (as adjusted for stock dividends, stock
splits,  stock  combinations  recapitalizations  and  the  like)  to  directors,
officers,  consultants  and other persons who have provided or agreed to provide
services to the  Corporation,  which  options and  warrants are  outstanding  on
September 30, 2000  (including  the 50,000  options to acquire  shares of Common
Stock  granted to Damon  Testaverde  in  connection  with the sale of  1,000,000
shares of Series A Preferred Stock, (B) such indeterminate  number of shares (as
adjusted for stock dividends, stock splits, stock combinations recapitalizations
and the like) as may be granted to  recipients of stock options and stock grants
under outstanding consulting agreements in effect on September 30, 2000, and (C)
whose  issuance is approved by the Boards of  Directors of the  Corporation  and
TekInsight.com,  Inc. (pursuant to any of clause (A), (B) or (C),  collectively,
"APPROVED SECURITIES").

     SECTION 7.  REDEMPTION.  On or prior to September  30, 2001,  any holder of
Series A Shares,  by giving thirty (30) days prior written notice and delivering
the certificate(s) for all such shares to the Corporation, may at any time elect
to require the  Corporation,  to the extent it may lawfully do so, to redeem all
but not less than all of such  Series A Shares of such  holder in  exchange  for
delivery  to such  holder of 1.5  shares of  TekInsight.com,  Inc.,  a  Delaware
corporation  ("Tek") Common Stock,  $.0001 par value ("Tek Common  Stock"),  for
each Series A share so redeemed (the "Redemption  Ratio"),  with such Redemption
Ratio  to be  subject  to  equitable  adjustment  for any  stock  splits,  stock
combinations,  divisions  reclassifications,   recapitalizations  and  the  like
affecting the Series A Shares or the Tek Common  Stock.  The  Corporation  shall
deliver  stock  certificates  evidencing  the shares of Tek  Common  Stock to be

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<PAGE>

delivered on redemption, subject to such legends and the execution of such other
agreements as the Corporation  and/or Tek shall  reasonably  request in order to
demonstrate  compliance  with applicable  federal and state  securities laws and
regulations,  thirty  (30)  days from the date on which  the  relevant  Series A
Shares share  certificates were returned to the Corporation on redemption.  Upon
receipt of such notice,  the Corporation  shall promptly  provide notice of such
election  to all other  holders  of Series A  Preferred  Stock.  Each such other
holder  shall  have the  right to  elect to have all of such  holder's  Series A
Shares  redeemed  upon the  foregoing  terms at the same  time as the  initially
electing  holder by delivering to the  Corporation  (i) written  notice  thereof
within 10 days of its  notification by the  Corporation of the initial  election
for redemption and (ii) the  certificate(s)  evidencing such shares.

     SECTION 8.   RESERVED  SECTION

     9.  REACQUIRED  SHARES.  Any Series A Shares acquired by the Corporation by
reason of redemption  (otherwise  than in accordance  with Section 7 hereunder),
purchase,  conversion or otherwise  shall (upon  compliance  with any applicable
provisions  of the laws of the State of Delaware)  have the status of authorized
and unissued shares of Preferred  Stock,  unclassified as to series,  and may be
reissued as part of any series of Preferred  Stock other than Series A Preferred
Stock until such time as all outstanding shares of Series A Preferred Stock have
been converted or redeemed in accordance with the provisions of this Certificate
of INCORPORATION;  PROVIDED,  HOWEVER, that any such shares that are acquired by
the  Corporation  by reason of redemption  in accordance  with Section 7 of this
Certificate  of  Incorporation  may be  reissued  or sold as Series A  Preferred
Stock.

     SECTION  10.  NOTICES  OF RECORD  DATE.  In the  event (i) the  Corporation
establishes  a record date to determine  the holders of any class of  securities
who are  entitled to receive any dividend or other  distribution,  or (ii) there

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<PAGE>

occurs any capital  reorganization of the Corporation,  any  reclassification or
recapitalization  of  the  capital  stock  of the  Corporation,  any  merger  or
consolidation  of the Corporation,  and any sale of all or substantially  all of
the assets of the Corporation to any other entity or person, or any voluntary or
involuntary  dissolution,  liquidation  or  winding up of the  Corporation,  the
Corporation  shall  mail to each  holder  of Series A  Preferred  Stock at least
twenty (20) days prior to the record date specified therein, a notice specifying
(a)  the  date  of  such  record  date  for the  purpose  of  such  dividend  or
distribution and a description of such dividend or distribution, (b) the date on
which any such reorganization,  reclassification,  sale, consolidation,  merger,
dissolution,  liquidation or winding up is expected to become effective, and (c)
the time,  if any,  that is to be  fixed,  as to when the  holders  of record of
common stock (or other securities) shall be entitled to exchange their shares of
common stock (or other securities) for securities or other property  deliverable
upon  such  reorganization,   reclassification,   sale,  consolidation,  merger,
dissolution,  liquidation  or winding up.

     SECTION 11. OTHER RIGHTS.  Except as otherwise provided in this Certificate
of Designations or as required by the provisions of the General  Corporation Law
of the State of  Delaware,  each  Series A Share and each share of Common  Stock
shall be identical in all respects, shall have the same powers,  preferences and
rights,  without preference of any such class or share over any other such class
or share, and shall be treated as a single class of stock for all purposes.




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<PAGE>



IN WITNESS WHEREOF, the undersigned has executed this certificate this ___   day
of __________, 2000.
                                                     BUGSOLVER.COM, INC.



                                                     By:
                                                        ------------------------
                                                          Name:      Steven Ross
                                                          Title:     President

Attest:



------------------
Name:
Title:





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