New Century Equity Holdings Corp









	




EXHIBIT 4.1  



CERTIFICATE OF
DESIGNATIONS  



OF  



SERIES A CONVERTIBLE
PREFERRED STOCK  



OF  



NEW CENTURY EQUITY
HOLDINGS CORP.  



          New
Century Equity Holdings Corp., a Delaware corporation (the “Corporation”), DOES HEREBY
CERTIFY:  



          That
the following  resolution was duly adopted by the Board of Directors of the Corporation
 (the “Board of Directors”) by unanimous  written consent executed on May 28, 2004,
 pursuant to authority  conferred upon the Board of Directors by the provisions of the
Certificate of  Incorporation  of the Corporation  that authorizes the issuance of up to
ten million  (10,000,000)  shares of preferred stock, par value $0.01 per share:  










	 	“BE IT RESOLVED,
that the issuance of a series of Preferred Stock of the Corporation is hereby
authorized, and the designation, voting powers, preferences, and relative,
participating, optional, and other special rights, and qualifications,
limitations, and restrictions thereof, of the shares of such series, in addition
to those set forth in the Certificate of Incorporation of the Corporation, are
hereby fixed as follows:  






	  	          1.
Designation. Four million eight hundred seven thousand six hundred ninety-two
(4,807,692) shares of preferred stock of the Corporation shall constitute a class of
preferred stock designated as “Series A Convertible Preferred Stock” (the “Series A
Preferred Stock”).  







	  	          2.
Dividends.  







	  	          (a)
     The holders of shares of Series A Preferred Stock shall be entitled to receive,  out
of assets of the  Corporation  legally available for payment,  an annual cash dividend at
the rate of 4% of the Stated Value (as  hereinafter  defined) per share of Series A
Preferred  Stock (the “Preferred  Dividends”),  payable as provided in Section 2(b)
hereof.  The Preferred  Dividends shall accrue and shall be  cumulative  from the date of
initial  issuance of shares of Series A Preferred  Stock (the  “Series A Issuance  Date”)
(whether  or not  declared by the Board of  Directors).  The amount of the  Preferred
 Dividends  that shall  accrue for the initial dividend  period and for any other period
 shorter than a full  dividend  period shall be computed on the basis of a 360-day year
of twelve 30-day months.  Notwithstanding  the foregoing,  the holders of Series A
Preferred  Stock may elect to receive such number of Series A Preferred Stock that is
equal to the aggregate  dividend amount divided by $1.04.  Such shares shall  thereafter
be treated as shares of Series A Preferred  Stock for all  purposes of this  certificate
 of  designation.  Each  fractional  share of Series A Preferred  Stock  outstanding
 shall be entitled to a ratably  proportionate  amount of all dividends  accruing with
respect to each outstanding  share of Series A  Preferred  Stock  pursuant  to this
 Section  2(a),  and all such  dividends  with  respect  to such outstanding  fractional
shares shall be fully cumulative and shall accrue (whether or not declared),  without
interest, and shall be payable in the same amount and at such times as provided for in
this  Section  2(a) with  respect to  dividends on each  outstanding share of Series A
Preferred Stock.  







	




















	  	          (b)
     The Preferred  Dividends  shall be payable,  whether or not declared by the Board of
Directors,  upon the effective date of the earliest of a (i) Liquidation (as hereinafter
defined) or (ii) Disposition Event (as hereinafter defined).  







	  	          (c)
     The  Corporation  may not  declare or pay any  dividend  or make any  distribution
 of assets on, or  redeem,  purchase  or otherwise  acquire,  shares of capital stock of
the  Corporation  ranking pari passu or junior to the Series A Preferred Stock as to the
payment of dividends or the  distribution  of assets upon  liquidation,  dissolution  or
winding up  outstanding  now (initially consisting of the Series A Preferred  Stock and
the issued and  outstanding  shares of the  Corporation’s  common stock (the “Common
Stock”)) or hereafter created, unless all declared and unpaid Preferred Dividends have
been or are contemporaneously paid.  







	  	          (d)
     In addition to all dividends  payable  pursuant to Section 2(a),  whenever the
Company shall declare or pay any dividend on its  Common  Stock,  the  holders of the
 Series A  Preferred  Stock  shall be  entitled  to  receive  such  dividends  on a
ratably as-converted  basis  (calculated as if all shares of Series A Preferred Stock had
been converted  directly or indirectly into Common Stock).  Dividends payable pursuant to
this Section 2(d) shall not reduce any dividends payable pursuant to Section 2(a).  







	  	          3.
Rights on Liquidation, Merger, Sale, Etc.  







	  	          (a)
     In the event of any voluntary or involuntary  liquidation,  dissolution or winding
up of the Corporation (a “Liquidation”), the assets of the Corporation available for
distribution to its shareholders,  whether from capital,  surplus or earnings,  shall be
distributed in the following order of priority:  







	  	          (i)
     The holders of Series A Preferred  Stock shall be entitled to receive,  prior and in
preference to any  distribution to the          holders of Common  Stock or any other
class of stock  ranking as to dividends  or upon  liquidation  junior to the Series A
         Preferred Stock,  for each share of Series A Preferred Stock held by such
holders,  an amount equal to the sum of (A) $1.04          (the  “Stated  Value”)  plus
(B) an amount  equal to all accrued but unpaid  Preferred  Dividends on such share of
Series A          Preferred  Stock  (whether or not  declared by the Board of  Directors)
 as of the date such payment is made to the holders          thereof.  







	  	          (ii)
    After  distribution of the amounts set forth in Section 3(a)(i) hereof,  the
remaining assets of the Corporation  available          for distribution, if any, to the
shareholders of the Corporation shall be distributed to the holders of the Common Stock.  







	  	          (b)
     If a  Disposition  Event shall  occur,  the  Corporation  shall  redeem the Series A
 Preferred  Stock in full by paying or causing to be paid to the  holders of Series A
 Preferred  Stock an amount  equal to the amount  they would be  entitled  to receive
pursuant to Section 3(a) hereof if the Corporation  liquidated on the date of such
 Disposition  Event and had assets  available for distribution  equal to the  aggregate
 amount  payable to the  Corporation  and all  shareholders  thereof in  connection  with
such Disposition  Event (the  “Disposition  Proceeds”).  The amount payable under Section
3(a)(i)  pursuant to this Section 3(b) shall be payable in full to the holders of the
Series A Preferred  Stock upon the closing of the  transaction  constituting  the
 Disposition Event prior to any payment to any holder of Common Stock or any other class
of stock  ranking as to  dividends  or upon  liquidation junior to the Series A
 Preferred  Stock and  notwithstanding  any delay in the  receipt  of the  Disposition
 Proceeds  or any part thereof by virtue of any escrow arrangement, promissory note,
deferred payment of proceeds or otherwise.  







	




















	  	          4.
Voting Rights.  







	  	          (a)
     So long as any shares of Series A  Preferred  Stock  remain  outstanding,  the Board
of  Directors  shall not  exceed  four members  without  the  written  consent  of the
 holders  of at least a  majority  of the  shares of Series A  Preferred  Stock then
outstanding,  voting as a separate  class,  in addition to the rights  specified in
Section  4(c)  hereof,  the holders of shares of Series A Preferred  Stock shall be
entitled (i) voting  separately  as a class and, to elect two  directors to the Board and
to pass upon any matters that affect the rights,  value or ranking of the Series A
Preferred  Stock,  and (ii) to vote on all other  matters on which  holders of Common
 Stock  shall be entitled  to vote,  casting  such number of votes in respect of such
shares of Series A Preferred  Stock as shall  equal the  largest  whole  number of shares
of Common  Stock into which such shares of Series A Preferred Stock are then  convertible
 pursuant to Section 5 hereof,  and voting  together as one class with,  and in the same
manner and with the same effect as, such holders of Common Stock.  







	  	          (b)
     For purposes of this Certificate:  







	  	          (i)
     “Disposition  Event” shall mean (A) the direct or indirect sale, lease,  exchange or
other transfer of all or substantially          all of the assets or authorized  but
unissued  capital stock of the  Corporation  to any other Person or Persons or (B) the
         merger or consolidation  of the Corporation with and into another  corporation
or corporations in which the shareholders of          the Corporation  immediately  prior
to such merger or  consolidation  do not own more than 50% of the voting control of the
         surviving corporation.  







	  	          (ii)
    “Person” shall mean an individual,  partnership,  corporation,  limited  liability
 company,  business  trust,  joint stock          company,  trust,  unincorporated
 association,  joint venture,  governmental  authority or other entity of whatever
nature,          including, as appropriate, the Corporation or any subsidiary thereof.  







	  	          (c)
     Notwithstanding  the  foregoing,  the  Corporation  shall not,  so long as any
shares of Series A  Preferred  Stock  remain outstanding,  without the affirmative
 consent or approval of the holders of at least a majority of the shares of Series A
Preferred Stock then  outstanding,  voting as a separate  class,  given at a meeting
 called for such purpose for which notice shall have been given to the holders of Series
A Preferred Stock, or by written consent:  







	




















	  	          (i)
     take any action to (A) increase the  authorized  capitalization  of the  Corporation
 or (B)  adversely  impact the rights,          ranking or preferences of the Series A
Preferred Stock;  







	  	          (ii)
    in any manner  authorize,  create or issue any class or series of capital  stock (A)
 ranking,  in any  respect  including,          without  limitation,  as to payment of
 dividends,  or  distribution  of assets,  senior to or pari passu with the Series A
         Preferred  Stock or (B) which in any manner  adversely  affects  the  holders of
Series A Preferred  Stock;  or  authorize,          create or issue any shares of any
class or series of any bonds,  debentures,  notes or other  obligations  convertible into
         or  exchangeable  for, or having  optional  rights to purchase,  or any options,
 warrants or other rights to acquire,  any          shares having any such  preference or
priority or so adversely  affecting the holders of Series A Preferred Stock (it being
         understood  that the  issuance by the  Corporation  of bonds,  debentures,
 notes or other  obligations  convertible  into,          exchangeable  for, or having
 optional  rights to purchase,  or any options,  warrants or other rights to acquire,
 capital          stock ranking junior to the Series A Preferred Stock in all material
 respects shall not be deemed to adversely  affect the          holders of Series A
Preferred Stock for purposes of this Section 4(c)(ii));  







	  	          (iii)
   in any manner alter or change the  designations,  powers,  preferences  or rights,  or
the  qualifications,  limitations or          restrictions of the Series A Preferred
Stock;  







	  	          (iv)
    reclassify  the shares of Common  Stock or any other  shares or any class or series
of  capital  stock now  outstanding  or          hereafter  created  that ranks junior to
the Series A Preferred  Stock into shares of any class or series of capital  stock
         (A)  ranking,  either as to payment  of  dividends  or  distribution  of assets,
 senior to or pari passu with the Series A          Preferred  Stock,  or (B) that in any
manner  adversely  affects the holders of Series A  Preferred  Stock in any  material
         respect;  







	  	          (v)
     make or declare,  directly or  indirectly,  any dividend (in cash,  return of
capital,  or any other form of assets) on, or          make any other  payment or
 distribution  on account of, or set aside  assets for a sinking or other  similar  fund
for the          purchase,  redemption,  or retirement  of, or redeem,  purchase,
 retire,  or otherwise  acquire,  any shares of its Common          Stock,  or of any
class of capital stock of the  Corporation  ranking pari passu or junior to the Series A
Preferred  Stock          as to the payment of dividends or the  distribution of assets
upon  liquidation,  dissolution or winding up, whether now or          hereafter
outstanding;  







	  	          (vi)
    issue any additional shares of Series A Preferred Stock; or  







	  	          (vii)
   effect or permit,  or offer or agree to effect or permit,  any  transaction  that
would be deemed a  Disposition  Event,  a          liquidation,  dissolution  or  winding
 up, a  reorganization  of the  assets of the  Corporation  or  reclassification  or
         recapitalization of the capital stock of the Corporation.  







	




















	  	          5.
Conversion of Series A Preferred Stock.  







	  	          (a)
     The holders of Series A Preferred  Stock shall have the right,  at such holders’
 option,  at any time after the expiration of twelve (12) months from the Series A
Issuance  Date, to convert each share of Series A Preferred  Stock into such whole number
of shares of Common  Stock as is equal to the  number of fully  paid and  non-assessable
 shares of Common  Stock  which  results  from multiplying  the number of shares of
Series A Preferred  Stock to be converted  by $1.04 and dividing the product by the
 Conversion Price (as  hereinafter  defined)  per share for the  Series A  Preferred
 Stock in  effect at the time of  conversion.  The  initial Conversion  Price per  share
of the  Series A  Preferred  Stock  shall be $.26,  subject  to  adjustment  as  provided
 herein  (the “Conversion Price”).  







	  	          (b)
     Before any holder of Series A Preferred  Stock shall be entitled to convert the same
into shares of Common  Stock  pursuant to Section 5(a) hereof,  the holder or holders of
such Series A Preferred  Stock shall  surrender the  certificate  or  certificates
therefor,  duly endorsed,  at the office of the  Corporation or of any transfer  agent
for the Series A Preferred  Stock,  and shall give  written  notice  to the  Corporation
 at its  principal  corporate  office of the  election  to  convert  the same (in case of
conversion  pursuant to Section 5(a) hereof) and the name or names in which the
 certificate  or  certificates  for shares of Common Stock are to be issued.  The
Corporation shall, as soon as practicable  thereafter,  issue and deliver at such office
to such holder or holders of Series A Preferred  Stock,  or to the nominee or nominees
 thereof,  a certificate or  certificates  for the number of shares of Common  Stock to
which such holder or holders  shall be entitled as  aforesaid.  Conversion  under this
Section 5 shall be deemed  to have  been made  immediately  prior to the close of
 business  on the date of such  surrender  of the  shares of Series A Preferred  Stock to
be  converted,  and 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 as of such date.  







	  	          (c)
     The Conversion Price of the Series A Preferred Stock shall be subject to adjustment
from time to time as follows:  







	  	          (i)
     If the Corporation  shall issue,  after the Series A Issuance Date, any Additional
 Stock (as hereinafter  defined) without          consideration  or for a consideration
 per share less than the Conversion  Price for the Series A Preferred Stock in effect
         immediately prior to the issuance of such Additional  Stock, the Conversion
Price in effect  immediately prior to each such          issuance shall  forthwith be
reduced to an amount equal to such lower purchase price for such  Additional  Stock (or
in the          case of options and similar  securities,  the  consideration  received
for the option and to be received  upon  exercise of          such option), or, if for no
consideration, $.01.  







	  	          (ii)
“Additional Stock” as used herein shall mean any shares of Common Stock issued (or
deemed to have been issued) or rights, warrants, options or other securities
convertible into or exchangeable for Common Stock (including shares of Common Stock
held in the Corporation’s treasury) by the Corporation after the date hereof
other than:  







	  	          (A)
     Common Stock issued or issuable upon conversion of the Series A Preferred Stock;  







	




















	  	          (B)
     Common Stock issuable upon exercise of warrants  outstanding as of the Series A
Issuance Date;  







	  	          (C)
     Common Stock  issuable  upon exercise of options  granted  pursuant to any other
stock option plan approved by the Board of                   Directors; and  







	  	          (D)
     Any stock issued as a dividend or distribution on Series A Preferred Stock.  







	 	
With
respect to subparagraph (ii) above, if at any time the Corporation shall:  






	  	          (i)
     declare, order, pay or make a dividend payable in additional shares of Common Stock;  







	  	          (ii)
    subdivide its outstanding shares of Common Stock into a larger number of shares of
Common Stock; or  







	  	          (iii)
   combine its outstanding shares of Common Stock into a smaller number of shares of
Common Stock;  







	 	then the number
of shares of Common Stock to be excluded from Additional Stock immediately after
the happening of such an event shall be adjusted to equal the number of shares
of Common Stock which a record holder of the same number of shares of Common
Stock immediately prior to the happening of such event would own or be entitled
to receive after the happening of such event.  






	  	          (iii)
   Except to the limited extent provided for in Section  5(c)(vii)  hereof,  no
adjustment of the Conversion Price pursuant to          this Section  5(c) shall have the
effect of  increasing  the  Conversion  Price for the Series A Preferred  Stock above the
         Conversion Price for the Series A Preferred Stock in effect immediately prior to
such adjustment.  







	  	          (iv)
    In the case of the  issuance of Common Stock for a  consideration  in whole or in
part other than cash,  the  consideration          other than cash shall be deemed to be
the fair value thereof as determined in good faith by the Board of Directors.  







	  	          (v)
     In the case of the  issuance of options to purchase or rights to  subscribe  for
Common  Stock,  securities  by their terms          convertible  into or  exchangeable
 for Common Stock or options to purchase or rights to subscribe for such  convertible or
         exchangeable securities, the following provisions shall apply for all purposes
of this Section 5(c):  







	  	          (A)
The aggregate maximum number of shares of Common Stock deliverable upon exercise
(assuming the satisfaction of any conditions to exercisability including,
without limitation, the passage of time, but without taking into account
potential antidilution adjustments) of such options to purchase or rights to
subscribe for Common Stock shall be deemed to have been issued at the time such
options or rights were issued and for a consideration equal to the consideration
(determined in the manner provided in Section 5(c)(iv) hereof and this Section
5(c)(v)), if any, received by the Corporation upon the issuance of such options
or rights plus the minimum exercise price provided in such options or rights
(without taking into account potential antidilution adjustments) for the Common
Stock covered thereby.  







	




















	  	          (B)
The aggregate maximum number of shares of Common Stock deliverable upon
conversion of or in exchange (assuming the satisfaction of any conditions to
convertibility or exchangeability including, without limitation, the passage of
time, but without taking into account potential antidilution adjustments) for
any such convertible or exchangeable securities or upon the exercise of options
to purchase or rights to subscribe for such convertible or exchangeable
securities and subsequent conversion or exchange thereof, shall be deemed to
have been issued at the time such securities were issued or such options or
rights were issued and for a consideration equal to the consideration, if any,
received by the Corporation for any such securities and related options or
rights (excluding any cash received on account of accrued interest or accrued
dividends), plus the minimum additional consideration, if any, to be received by
the Corporation (without taking into account potential antidilution adjustments)
upon the conversion or exchange of such securities or the exercise of any
related options or rights (the consideration in each case to be determined in
the manner provided in Section 5(c)(iv) hereof and this Section 5(c)(v)).
 







	  	          (C)
In the event of any change in the number of shares of Common Stock deliverable
or in the consideration payable to the Corporation upon exercise of such options
or rights or upon conversion of or in exchange for such convertible or
exchangeable securities (excluding a change resulting solely from the
antidilution provisions thereof if such change results from an event which gives
rise to an antidilution adjustment under this Section 5(c)), the Conversion
Price of the Series A Preferred Stock, to the extent in any way affected by or
computed using such options, rights or securities, shall be recomputed to
reflect such change; provided, however, that the Conversion Price shall not be
increased from the Conversion Price in effect immediately prior to such change,
but no further adjustment shall be made for the actual issuance of Common Stock
or any payment of such consideration upon the exercise of any such options or
rights or the conversion or exchange of such securities.  







	  	          (vi)
    In the event the  Corporation  should at any time or from time to time after the
Series A Issuance  Date fix a record  date          for the  effectuation of a split or
subdivision of the outstanding  shares of Common Stock or the  determination of holders
         of Common  Stock  entitled to receive a dividend or other  distribution  payable
in  additional  shares of Common  Stock or          Common Stock  equivalents  without
payment of any consideration by such holder for the additional shares of Common Stock or
         the Common Stock  equivalents  (including  the  additional  shares of Common
Stock  issuable  upon  conversion  or exercise          thereof),  then, as of such
record date (or the date of such dividend distribution,  split or subdivision if no
record date          is fixed),  the Conversion  Price of the Series A Preferred  Stock
shall be  appropriately  decreased so that the number of          shares of Common  Stock
 issuable  upon  conversion  of each share of such Series A Preferred  Stock shall be
 increased in          proportion  to such  increase in the  aggregate of shares of
Common  Stock  outstanding  and issuable  with respect to such          Common Stock
equivalents.  







	



















	  	          (vii)
   If the  number of shares of Common  Stock  outstanding  at any time  after the Series
A  Issuance  Date is  decreased  by a          combination  of the  outstanding  shares
 of Common  Stock,  then,  following  the  record  date of such  combination,  the
         Conversion Price for the Series A Preferred Stock shall be  appropriately
 increased so that the number of shares of Common          Stock  issuable  on
 conversion  of each  share of each  series  shall be  decreased  in  proportion  to such
 decrease  in          outstanding shares.  







	  	          (d)
     In the event  the  Corporation  shall  declare  a  distribution  payable  in
 securities  of other  persons,  evidences  of indebtedness  issued by the Corporation or
other Persons,  assets (excluding cash dividends) or options or rights not referred to in
Section 5(c) hereof to the holders of Common Stock,  then,  in each such case for the
purpose of this Section  5(d),  the holders of the Series A Preferred  Stock shall be
entitled to a  proportionate  share of any such  distribution as though they were the
holders of the number of shares of Common Stock of the  Corporation  into which their
shares of Series A Preferred  Stock are convertible as of the record  date  fixed for the
 determination  of the  holders  of Common  Stock of the  Corporation  entitled  to
receive  such distribution.  







	  	          (e)
     If at any time or from time to time there  shall be a  recapitalization  of the
Common  Stock  (other  than a  subdivision, combination or merger or sale of assets
 transaction  provided for elsewhere in this Section 5), 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 of the  Corporation  or otherwise,  to which a holder of Common
Stock deliverable upon conversion would have been entitled on such  recapitalization.  In
any such case,  appropriate  adjustment shall be made in the  application  of the
 provisions  of this  Section 5 with respect to the rights of the holders of the Series A
Preferred Stock after the  recapitalization  to the end that the provisions of this
Section 5 (including  adjustment of the  Conversion  Price for the Series A Preferred
Stock then in effect and the number of shares  issuable upon conversion of the Series A
Preferred  Stock) shall be applicable after that event as nearly equivalent as may be
practicable.  







	  	          (f)
     The  Corporation   shall  not,  by  amendment  of  its  Certificate  of
 Incorporation   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 will at all
times in good faith  assist in the  carrying  out of all the  provisions  of this Section
5 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.  







	




















	  	          (g)
     If the Corporation should effect any capital  reorganization or  reclassification
 of its capital stock or cause to occur a Disposition  Event while any shares of Series A
Preferred  Stock are  outstanding  in such a manner that holders of shares of Common
Stock shall be  entitled to receive  stock,  securities  or assets with  respect to or in
 exchange  for Common  Stock,  then,  as a condition of such  reorganization,
 reclassification  or Disposition Event, lawful and adequate provision shall be made
whereby each holder of Series A  Preferred  Stock shall  thereafter  have the right to
receive  upon the basis and upon the terms and  conditions specified  herein  and in lieu
of the  shares of  Common  Stock  immediately  theretofore  receivable  upon  conversion
 of Series A Preferred  Stock,  such shares of stock,  securities  or assets as may be
issued or payable  with  respect to or in  exchange  for a number of  outstanding  shares
of such Common Stock equal to the number of shares of such Common Stock  immediately
 theretofore  so receivable had such  reorganization,  reclassification or Disposition
Event not taken place, and in such case appropriate  provision shall be made with
 respect to the rights and  interests of the holders of Series A Preferred  Stock to the
end that the  provisions hereof  (including,  without  limitation,  provisions for
adjustment of the Conversion  Price of the Series A Preferred Stock and of the number of
shares of Common  Stock  issuable  upon  conversion  thereof)  shall  thereafter  be
 applicable,  as nearly as may be possible,  in relation to any shares of stock,
 securities or assets  thereafter  deliverable  upon the conversion of such shares of
Series A Preferred  Stock. The Corporation  shall not cause to occur a Disposition  Event
unless approved by the holders of Series A Preferred  Stock as provided  in Section 4
hereof and prior to or  simultaneously  with the  consummation  thereof  the  survivor or
successor  corporation (if other than the  Corporation)  resulting from such  Disposition
 Event shall assume by written  instrument executed and mailed or delivered to each
holder of Series A Preferred  Stock,  the obligation to deliver to such holders of Series
A Preferred Stock such shares of stock,  securities or assets as, in accordance with the
foregoing  provisions,  such holder of Series A Preferred  Stock may be entitled to
receive,  and containing the express  assumption of such successor  corporation of the
due and punctual  performance and observance of every  provision of this  Certificate of
 Incorporation  to be performed and observed by the Corporation and of all liabilities
and obligations of the Corporation hereunder with respect to the Series A Preferred Stock.  







	  	          (h)
     (i)      No fractional  shares shall be issued upon the conversion of any share or
shares of the Series A Preferred  Stock, and the number of shares of Common  Stock to be
issued  shall be rounded  to the  nearest  whole  share.  In lieu of any  fractional
shares to which the holder would otherwise be entitled,  the Corporation  shall make a
cash payment equal to the “fair market value” of the Common  Stock as of two  business
 days prior to payment  multiplied  by such  fraction.  For the  purposes  of this
 Section 5(h)(i),  “fair  market  value”  shall mean on any day (A) if shares of the
Common  Stock are listed or  admitted  for  trading on a national  securities  exchange,
 the reported  last sales price or, if no such  reported sale occurs on such day, the
average of the closing bid and asked prices on such day, in each case on the  principal
 national  securities  exchange on which the Common  Shares are listed or admitted to
trading,  (B) if shares of Common Stock are not listed or admitted to trading on any
 national  securities exchange,  the average of the closing bid and asked prices in the
 over-the-counter  market on such day as reported by Nasdaq or any comparable  system or,
if not so reported,  as reported by any New York Stock Exchange  member firm selected by
the  Corporation for such  purpose or (C) if no such  quotations  are  available  on such
day, the fair market value of one share of Common Stock on such day as determined in good
faith by the Board of Directors.  







	  	          (ii)
    Upon the  occurrence of each  adjustment of the  Conversion  Price of Series A
Preferred  Stock pursuant to this Section 5,          the  Corporation,  at its expense,
 shall promptly  compute such adjustment in accordance with the terms hereof and prepare
         and furnish to each holder of Series A Preferred Stock a statement,  signed by
its President and Chief  Financial  Officer,          setting  forth such  adjustment
 and  showing in detail the facts upon  which such  adjustment  is based.  The
 Corporation          shall,  upon the written  request at any time of any holder of
Series A Preferred  Stock,  furnish or cause to be furnished          to such holder a
like certificate  setting forth (A) such adjustment,  (B) the Conversion Price for such
Series A Preferred          Stock at the time in effect and (C) the number of shares of
Common Stock and the amount,  if any, of other  property  which          at the time
would be received upon the conversion of a share of such Series A Preferred Stock.  







	




















	  	          (i)
     In the event of any taking by the  Corporation  of a record of the  holders of any
class of  securities  for the purpose of determining  the holders thereof who are
entitled to receive any dividend  (other than a cash dividend) or other  distribution,
 any right to subscribe for,  purchase or otherwise  acquire any shares of stock of any
class or any other securities or property,  or to receive any other right,  the
Corporation  shall mail to each holder of Series A Preferred Stock, at least 20 days
prior to the date specified  therein,  a notice  specifying  the date on which  any such
 record  is to be taken  for the  purpose  of such  dividend, distribution or right, and
the amount and character of such dividend, distribution or right.  







	  	          (j)
     The  Corporation  shall at all times reserve and keep available out of its
authorized but unissued  shares of Common Stock, solely for the purpose of  effecting
 the  conversion  of the shares of the Series A Preferred  Stock,  such number of its
shares of Common Stock as shall from time to time be sufficient to effect the conversion
of all  outstanding  shares of the Series A Preferred Stock;  and if at any time the
number of  authorized  but  unissued  shares of Common  Stock shall not be  sufficient
 to effect the conversion  of all then  outstanding  shares of the  Series A  Preferred
 Stock,  in  addition  to such other  remedies  as shall be available to the holder of
such Series A Preferred  Stock,  the Corporation  will take such corporate  action as
may, in the opinion of its counsel,  be necessary to increase its  authorized  but
unissued  shares of Common Stock to such number of shares as shall be sufficient for such
purposes,  including, without limitation,  engaging in best efforts to obtain the
requisite shareholder approval of any necessary  amendment to these  provisions.  The
Corporation  shall pay all documentary,  stamp or other  transactional  taxes
attributable  to the issuance or delivery of shares of capital stock of the  Corporation
 upon  conversion of any shares of Series A Preferred Stock;  provided,  however, that
the Corporation 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 shares
in a name other than that of the holder of the shares of Series A Preferred  Stock in
respect of which such shares are being  issued.  All shares of Common  Stock which may be
issued in connection  with the conversion  provisions set forth herein will,  upon
issuance by the  Corporation,  be validly issued, fully paid and nonassessable and free
from all taxes, liens or charges with respect thereto.  







	  	          (k)
     Any notice  required by the  provisions of this Section 5 to be given to the holders
of shares of Series A Preferred  Stock shall be deemed  given if  deposited  in the
United  States mail,  postage  prepaid,  and  addressed to each holder of record at his
address appearing on the stock books of the Corporation.  







	  	          (l)
     In the event any  shares of Series A  Preferred  Stock  shall be  converted
 pursuant  to  Section 5 hereof,  the shares so converted shall be cancelled.  The
Certificate of Incorporation  of the Corporation may be  appropriately  amended from time
to time to effect the corresponding reduction in the Corporation’s authorized capital
stock.  







	


















	




IN WITNESS WHEREOF, the undersigned
has executed this certificate this 28th day of May, 2004.  











	 	NEW CENTURY EQUITY HOLDINGS CORP. 
	 
  
	 	By: 	/s/ PARRIS H. HOLMES, JR.

———————————————

Parris H. Holmes, Jr.

Chairman and Chief Executive Officer