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                                                                     EXHIBIT 4.3

                  CERTIFICATE OF DESIGNATIONS, PREFERENCES AND
                 RIGHTS OF SERIES C CONVERTIBLE PREFERRED STOCK
                                       OF
                         E-NET FINANCIAL.COM CORPORATION

     e-Net Financial.com Corporation (the "COMPANY"), a corporation organized
and existing under the General Corporation Law of the State of Nevada, does
hereby certify that, pursuant to authority conferred upon the Board of Directors
of the Company by the Articles of Incorporation, as amended, of the Company, and
pursuant to the General Corporation Law of the State of Nevada, the Board of
Directors of the Company at a meeting duly held, adopted resolutions (i)
authorizing a series of the Company's previously authorized preferred stock, no
par value per share, and (ii) providing for the designations, preferences and
relative, participating, optional or other rights, and the qualifications,
limitations or restrictions thereof, of twenty thousand (20,000) shares of
Series C Preferred Stock of the Company, as follows:

          RESOLVED, that the Company is authorized to issue 20,000 shares of
     Series C Preferred Stock (the "PREFERRED Shares"), no par value per share,
     which shall have the following powers, designations, preferences and other
     special rights:

          (1) DIVIDENDS.


               (a) REGULAR DIVIDENDS. Each holder (a "HOLDER" and, collectively,
          the "HOLDERS") of the Preferred Shares shall be entitled to receive on
          each April 7 and October 7, or if such date is not a Business Day, the
          immediately subsequent Business Day, commencing October 7, 2000 (each,
          a "DIVIDEND PAYMENT DATE"), dividends ("REGULAR DIVIDENDS") at a rate
          of seven percent (7%) per annum, computed on the basis of $100.00 per
          Preferred Share. Such dividends shall be cumulative from (and
          including) such Preferred Share's Issuance Date (as defined below) and
          shall accrue daily, whether or not earned or declared, thereafter
          until paid and be calculated on the basis of a 360 day year. Dividends
          shall be payable in cash; PROVIDED, HOWEVER that in lieu of paying
          such dividends in cash, the Company may, at its option, at the time of
          conversion of any or all Preferred Shares held by any Holder, increase
          the Transaction Value (defined below) of each Preferred Share by the
          amount of Regular Dividends which have accrued on such Preferred Share
          but have not been paid by the Company.

               (b) PARTICIPATING DIVIDENDS. In the event any dividend or other
          distribution payable in cash or other property is declared on the
          Common Stock (defined below), each Holder on the record date for such
          dividend or distribution shall be entitled to


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          receive per Preferred Share on the date of payment or distribution of
          such dividend or other distribution the amount of cash or property
          ("PARTICIPATING DIVIDENDS") equal to the cash or property which would
          be received by the Holders of the number of shares of Common Stock
          into which such Preferred Share would be converted pursuant to Section
          2 hereof immediately prior to such record date; PROVIDED, HOWEVER,
          that in lieu of paying such dividends in cash or property, each Holder
          may, at its sole discretion, at the time of conversion of any or all
          Preferred Shares held by such Holder, receive such dividends by
          increasing the Transaction Value of each Preferred Share by the amount
          of Participating Dividends which have accrued on such Preferred Share
          but have not been paid by the Company.

                    (c) GENERAL PAYMENT PROVISIONS. All payments made by the
          Company with respect to any Preferred Share shall be made in lawful
          money of the United States of America by wire transfer of immediately
          available funds to such account as the Holder may from time to time
          designate by written notice to the Company in accordance with the
          provisions of this Certificate of Designations. Whenever any amount
          expressed to be due by the terms of this Certificate of Designations
          is due on any day which is not a Business Day (as defined below), the
          same shall instead be due on the next succeeding day which is a
          Business Day.

               (2) CONVERSION OF PREFERRED SHARES. Preferred Shares shall be
          convertible into shares of the Company's common stock, par value $
          0.001 per share (the "COMMON STOCK"), on the terms and conditions set
          forth in this Section 2.

                    (a) CERTAIN DEFINED TERMS. For purposes of this Certificate
          of Designations, the following terms shall have the following
          meanings:

                         (i) "BUSINESS DAY" means any day in which the Principal
          Market is open for business.

                         (ii) "CLOSING BID PRICE" means, for any security as of
          any date, the last closing bid price for such security on the
          Principal Market (as defined below) as reported by Bloomberg Financial
          Markets ("BLOOMBERG"), or, if the Principal Market is not the
          principal securities exchange or trading market for such security, the
          last closing bid price of such security on the principal securities
          exchange or trading market where such security is listed or traded as
          reported by Bloomberg, or if the foregoing do not apply, the last
          closing bid price of such security on the OTC Electronic Bulletin
          Board for such security as reported by Bloomberg, or, if no closing
          bid price is reported for such security by Bloomberg, the last closing
          trade price of such security as reported by Bloomberg, or, if no last
          closing trade price is reported for such security by Bloomberg, the
          average of the bid prices of any market makers for such security as
          reported in the "pink sheets" by the National Quotation Bureau, LLC.
          If the Closing Bid Price cannot be calculated for such security on
          such date on any of the foregoing bases, the Closing Bid Price of such
          security on such date shall be the fair market value as mutually
          determined by the Company and the Holders of Preferred Shares. If the
          Company and the Holders of Preferred Shares are unable to agree upon
          the fair market value of the Common Stock, then


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          such dispute shall be resolved pursuant to Section 2(e)(iii) below
          with the term "Closing Bid Price" being substituted for the term
          "Conversion Rate." (All such determinations to be appropriately
          adjusted for any stock dividend, stock split or other similar
          transaction during such period).

                         (iii) "CLOSING DATE" has the same meaning as the term
          isdefined in the Securities Purchase Agreement (the "SECURITIES
          PURCHASE AGREEMENT"), entered into by and between the Company and the
          initial Holders of the Preferred Shares, dated April 7, 2000.

                         (iv) "CONVERSION PRICE" means, as of any Conversion
          Date (asdefined below) or other date of determination, the lower of
          (A) the Fixed Conversion Price and (B) the Floating Conversion Price,
          each in effect as of such date and subject to adjustment as provided
          herein.

                         (v) "CONVERSION PERCENTAGE" shall be determined as
          follows:

                              (A) if the period of time, with respect to such
               Preferred Share, commencing on the Issuance Date and ending on
               the Conversion Date is less than one hundred fifty (150) calendar
               days, then the Conversion Percentage shall be one hundred percent
               (100%);

                              (B) if the period of time, with respect to such
               Preferred Share, commencing on the Issuance Date and ending on
               the Conversion Date is equal to or greater than one hundred fifty
               (150) calendar days, but less than or equal to one hundred eighty
               (180) calendar days, then the Conversion Percentage shall be
               ninety-one and one-quarter percent (91.25%);

                              (C) if the period of time, with respect to such
               Preferred Share, commencing on the Issuance Date and ending on
               the Conversion Date is equal to or greater than one hundred
               eighty-one (181) calendar days, but less than or equal to two
               hundred ten (210) calendar days, then the Conversion Percentage
               shall be eighty-eight and thirty-four hundredths percent
               (88.34%);

                              (D) if the period of time, with respect to such
               Preferred Share, commencing on the Issuance Date and ending on
               the Conversion Date is equal to or greater than two hundred
               eleven (211) calendar days, but less than or equal to two hundred
               forty (240) calendar days, then the Conversion Percentage shall
               be eighty-five and forty-two hundredths percent (85.42%); and

                              (E) if the period of time, with respect to such
               Preferred Share, commencing on the Issuance Date and ending on
               the Conversion Date is equal to or greater than two hundred
               forty-one (241) calendar days, then the Conversion Percentage
               shall be eighty-two and one-half percent (82.50%);


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               PROVIDED, HOWEVER, that in each case the Conversion Percentage is
subject to adjustment as provided herein.

                         (vi) "FIXED CONVERSION PRICE" means $6.7275, subject to
          adjustment as provided herein.

                         (vii) "FLOATING CONVERSION PRICE" means as of any date
          of determination, the amount determined by multiplying (i) the Market
          Price of the Company Common Stock by (ii) the Conversion Percentage in
          effect as of such date, subject to adjustment as provided herein.

                         (viii) "MARKET PRICE" means, with respect to any
          security for any period, that price which shall be computed as the
          equally-weighted arithmetic average of the three (3) lowest Closing
          Bid Prices for such security during the ten (10) consecutive trading
          day period immediately preceding such date of determination. (All such
          determinations to be appropriately adjusted for any stock dividend,
          stock split or other similar transaction during such period).

                         (ix) "CLOSING SALE PRICE" means, for any security as of
          any date, the last closing trade price for such security on the
          Principal Market (as defined below) as reported by Bloomberg, or, if
          the Principal Market is not the principal securities exchange or
          trading market for such security, the last closing trade price of such
          security on the principal securities exchange or trading market where
          such security is listed or traded as reported by Bloomberg, or if the
          foregoing do not apply, the last closing trade price of such security
          in the OTC Electronic Bulletin Board for such security as reported by
          Bloomberg, or, if no last closing trade price is reported for such
          security by Bloomberg, the last closing ask price of such security as
          reported by Bloomberg, or, if no last closing ask price is reported
          for such security by Bloomberg, the average of the ask prices of any
          market makers for such security as reported in the "pink sheets" by
          the National Quotation Bureau, LLC. If the Closing Sale Price cannot
          be calculated for such security on such date on any of the foregoing
          bases, the Closing Sale Price of such security on such date shall be
          the fair market value as mutually determined by the Company and the
          Holders of Preferred Shares. If the Company and the Holders of
          Preferred Shares are unable to agree upon the fair market value of the
          Common Stock, then such dispute shall be resolved pursuant to Section
          2(e)(iii) below with the term "Closing Sale Price" being substituted
          for the term "Conversion Rate." (All such determinations to be
          appropriately adjusted for any stock dividend, stock split or other
          similar transaction during such period).

                         (x) "ISSUANCE DATE" means, with respect to each
          Preferred Share, the date of issuance of the applicable Preferred
          Share.

                         (xi) "MANDATORY CONVERSION DATE" means, with respect to
          any Preferred Share, the date which is three (3) years after the
          Issuance Date.


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                         (xii) "PERSON" means an individual, a limited liability
          company, a partnership, a joint venture, a corporation, a trust, an
          unincorporated organization and a government or any department or
          agency thereof.

                         (xiii) "PRINCIPAL MARKET" means the Nasdaq National
          Market, the Nasdaq Small-Cap Market or the OTC Electronic Bulletin
          Board.

                         (xiv) "REGISTRATION RIGHTS AGREEMENT" means that
          certain Registration Rights Agreement entered into by and between the
          Company and certain investors, dated as of April 7, 2000.

                         (xv) "TRANSACTION VALUE" means the sum of (A) $100.00,
          (B) accrued and unpaid Regular Dividends, if so included at the
          Company's sole discretion and (C) accrued and unpaid Participating
          Dividends, if so included at the Holder's sole discretion, subject to
          adjustment as provided herein.

                    (b) HOLDER'S CONVERSION RIGHT; MANDATORY CONVERSION. Subject
          to the provisions of Section 2(d) below, at any time or times on or
          after the Issuance Date, any Holder of Preferred Shares shall be
          entitled to convert any whole number of Preferred Shares into fully
          paid and nonassessable shares of Common Stock in accordance with
          Section 2(e), at the Conversion Rate (as defined below). If any
          Preferred Shares remain outstanding on the Mandatory Conversion Date,
          then, subject to Section 2(d) below, such Preferred Shares shall be
          converted at the Conversion Rate as of such date in accordance with
          Section 2(e) below. The Company shall not issue any fraction of a
          share of Common Stock upon any conversion. All shares of Common Stock
          (including fractions thereof) issuable upon conversion of more than
          one Preferred Share by a Holder thereof shall be aggregated for
          purposes of determining whether the conversion would result in the
          issuance of a fraction of a share of Common Stock. If, after the
          aforementioned aggregation, the issuance would result in the issuance
          of a fraction of a share of Common Stock, the Company shall round such
          fraction of a share of Common Stock up to the nearest whole share.

                    (c) CONVERSION RATE. The number of shares of Common Stock
          issuable upon conversion of each Preferred Share pursuant to Section
          2(b) shall be determined according to the following formula (the
          "CONVERSION RATE"):

                                Transaction Value
                               ------------------
                                Conversion Price

                    (d) LIMITATION ON BENEFICIAL OWNERSHIP. The Company shall
          not effect any conversion of any Preferred Share and no holder of any
          Preferred Share shall have the right to convert any Preferred Share
          pursuant to Section 2(b) to the extent that after giving effect to
          such conversion such Person (together with such Person's affiliates)
          (A) would beneficially own in excess of 4.9% of the outstanding shares
          of the Common Stock following such conversion and (B) would have
          acquired, through conversion of any Preferred Share or otherwise
          (including without limitation, exercise of any warrant issued


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          pursuant to the Securities Purchase Agreement), in excess of 4.9% of
          the outstanding shares of the Common Stock following such conversion
          during the 60-day period ending on and including such Conversion Date
          (defined below). For purposes of the foregoing sentence, the number of
          shares of Common Stock beneficially owned by a Person and its
          affiliates or acquired by a Person and its affiliates, as the case may
          be, shall include the number of shares of Common Stock issuable upon
          conversion of the Preferred Shares with respect to which the
          determination of such sentence is being made, but shall exclude the
          number of shares of Common Stock which would be issuable upon (i)
          conversion of the remaining, nonconverted Preferred Shares
          beneficially owned by such Person and its affiliates and (ii) exercise
          or conversion of the unexercised or unconverted portion of any other
          securities of the Company (including, without limitation, any
          warrants) subject to a limitation on conversion or exercise analogous
          to the limitation contained herein beneficially owned by such Person
          and its affiliates. Except as set forth in the preceding sentence, for
          purposes of this Section 2(d), beneficial ownership shall be
          calculated in accordance with Section 13(d) of the Securities Exchange
          Act of 1934, as amended. Notwithstanding anything to the contrary
          contained herein, each Conversion Notice (defined below) shall
          constitute a representation by the holder submitting such Conversion
          Notice that, after giving effect to such Conversion Notice, (A) the
          holder will not beneficially own (as determined in accordance with
          this Section 2(d)) and (B) during the 60-day period ending on and
          including such Conversion Date, the holder will not have acquired,
          through conversion of any Preferred Share or otherwise (including
          without limitation, exercise or any Warrant), a number of shares of
          Common Stock in excess of 4.9% of the outstanding shares of Common
          Stock as reflected in the Company's most recent Form 10-Q or Form
          10-K, as the case may be, or more recent public press release or other
          public notice by the Company setting forth the number of shares of
          Common Stock outstanding, but after giving effect to conversions of
          any Preferred Share by such holder since the date as of which such
          number of outstanding shares of Common Stock was reported.

                    (e) MECHANICS OF CONVERSION. The conversion of Preferred
          Shares shall be conducted in the following manner:

                         (i) HOLDER'S DELIVERY REQUIREMENTS. To convert
          Preferred Shares into shares of Common Stock on any date (the
          "CONVERSION DATE"), the Holder shall (A) transmit by facsimile (or
          otherwise deliver), for receipt on or prior to 11:59 p.m., Central
          Time on such date, a copy of a fully executed notice of conversion in
          the form attached hereto as EXHIBIT I (the "CONVERSION NOTICE") to the
          Company's designated transfer agent (the "TRANSFER AGENT") with a copy
          thereof to the Company and (B) surrender to a common carrier for
          delivery to the Transfer Agent as soon as practicable following such
          date the original certificates representing the Preferred Shares being
          converted (or an indemnification undertaking with respect to such
          shares in the case of their loss, theft or destruction) (the
          "PREFERRED STOCK CERTIFICATES").

                         (ii) COMPANY'S RESPONSE. Upon receipt by the Company of
          a copy of a Conversion Notice, the Company shall immediately send, via
          facsimile, a confirmation of receipt of such Conversion Notice to such
          Holder and the Transfer Agent,


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          which confirmation shall constitute an instruction to the Transfer
          Agent to process such Conversion Notice in accordance with the terms
          herein. Upon receipt by the Transfer Agent of the Preferred Stock
          Certificates to be converted pursuant to a Conversion Notice, the
          Transfer Agent shall, on the next business day following the date of
          receipt (or the second business day following the date of receipt if
          received after 11:00 a.m. local time of the Transfer Agent), (A) issue
          and surrender to a common carrier for overnight delivery to the
          address as specified in the Conversion Notice, a certificate,
          registered in the name of the Holder or its designee, for the number
          of shares of Common Stock to which the Holder shall be entitled, or
          (B) provided the Transfer Agent is participating in The Depository
          Trust Company ("DTC") Fast Automated Securities Transfer Program, upon
          the request of the Holder, credit such aggregate number of shares of
          Common Stock to which the Holder shall be entitled to the Holder's or
          its designee's balance account with DTC through its Deposit Withdrawal
          Agent Commission system. If the number of Preferred Shares represented
          by the Preferred Stock Certificate(s) submitted for conversion is
          greater than the number of Preferred Shares being converted, then the
          Transfer Agent shall, as soon as practicable and in no event later
          than three (3) Business Days after receipt of the Preferred Stock
          Certificate(s) and at its own expense, issue and deliver to the Holder
          a new Preferred Stock Certificate representing the number of Preferred
          Shares not converted.

                         (iii) DISPUTE RESOLUTION. In the case of a dispute as
          to the determination of the arithmetic calculation of the Conversion
          Rate, the Company shall instruct the Transfer Agent to issue to the
          Holder the number of shares of Common Stock that is not disputed and
          shall submit the disputed determinations or arithmetic calculations to
          the Holder via facsimile within one (1) Business Day of receipt of
          such Holder's Conversion Notice. If such Holder and the Company are
          unable to agree upon the determination of the arithmetic calculation
          of the Conversion Rate within one (1) Business Day of such disputed
          determination or arithmetic calculation being submitted to the Holder,
          then the Company shall within one (1) Business Day submit via
          facsimile the disputed arithmetic calculation of the Conversion Rate
          to an independent, reputable investment bank or accountant selected by
          the affected Holders and approved by the Company. The Company shall
          cause the investment bank or the accountant, as the case may be, to
          perform the determinations or calculations and notify the Company and
          the Holder of the results no later than forty-eight (48) hours from
          the time it receives the disputed determinations or calculations. Such
          investment bank's or accountant's determination or calculation, as the
          case may be, shall be binding upon all parties absent manifest error
          and the Company shall be liable and responsible for paying such
          investment bank or accountant fees and expenses.

                         (iv) RECORD HOLDER. The person or persons entitled to
          receive the shares of Common Stock issuable upon a conversion of
          Preferred Shares shall be treated for all purposes as the record
          holder or holders of such shares of Common Stock on the Conversion
          Date.


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                         (v) COMPANY'S FAILURE TO TIMELY CONVERT.

                              (A) CASH DAMAGES. If within five (5) Business Days
               after the Transfer Agent's receipt of the Preferred Stock
               Certificates to be converted and a copy of the Conversion Notice
               (the "SHARE DELIVERY PERIOD") the Transfer Agent shall fail to
               issue a certificate to a Holder or credit such Holder's balance
               account with The Depository Trust Company for the number of
               shares of Common Stock to which such Holder is entitled upon such
               Holder's conversion of Preferred Shares or to issue a new
               Preferred Stock Certificate representing the number of Preferred
               Shares to which such Holder is entitled pursuant to Section
               2(e)(ii) (a "CONVERSION FAILURE"), in addition to all other
               available remedies which such Holder may pursue hereunder and
               under the Securities Purchase Agreement (including
               indemnification pursuant to the provisions thereof), the Company
               shall pay additional damages to such Holder on each date after
               such third (3rd) Business Day such conversion is not timely
               effected and/or such Preferred Stock Certificate is not delivered
               in an amount equal to 1.0% of the product of (I) the sum of the
               number of shares of Common Stock not issued to the Holder on a
               timely basis pursuant to Section 2(e)(ii) and to which such
               Holder is entitled and, in the event the Company has failed to
               deliver a Preferred Stock Certificate to the Holder on a timely
               basis pursuant to Section 2(e)(ii), the number of shares of
               Common Stock issuable upon conversion of the Preferred Shares
               represented by such Preferred Stock Certificate, as of the last
               possible date which the Company could have issued such Preferred
               Stock Certificate to such Holder without violating Section
               2(e)(ii) and (II) the Closing Sale Price of the Common Stock on
               the last possible date which the Company could have issued such
               Common Stock or such Preferred Stock Certificate, as the case may
               be, to such Holder without violating Section 2(e)(ii). If the
               Company fails to pay the additional damages set forth in this
               Section 2(e)(v) within five (5) Business Days of the date
               incurred, then the Holder entitled to such payments shall have
               the right at any time, so long as the Company continues to fail
               to make such payments, to require the Company, upon written
               notice, to immediately issue, in lieu of such cash damages, the
               number of shares of Common Stock equal to the quotient of (X) the
               aggregate amount of the damages payments described herein divided
               by (Y) the Conversion Price in effect on such Conversion Date as
               specified by the Holder in the Conversion Notice and such shares
               of Common Stock shall be considered Registrable Securities
               pursuant to the Registration Rights Agreements and shall have the
               respective registration rights thereunder.

                              (B) VOID CONVERSION NOTICE; ADJUSTMENT TO
               CONVERSION PRICE. If for any reason a Holder has not received all
               of the shares of Common Stock prior to the tenth (10th) Business
               Day after the expiration of the Share Delivery Period with
               respect to a conversion of Preferred Shares, then the Holder,
               upon written notice to the Transfer Agent, with a copy to the
               Company, may void its Conversion Notice with respect to, and
               retain or have returned, as the case may be, any Preferred Shares
               that have not been converted pursuant to such Holder's Conversion
               Notice; provided that the voiding of a Holder's Conversion Notice
               shall not effect the Company's obligations to make any payments
               which have accrued


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               prior to the date of such notice pursuant to Section 2(e)(v)(A)
               or otherwise. Thereafter, the Fixed Conversion Price of any
               Preferred Shares returned or retained by the Holder for failure
               to timely convert shall be adjusted to the lesser of (I) the
               Fixed Conversion Price in effect as on the date on which the
               Holder voided the Conversion Notice and (II) the lowest Closing
               Bid Price during the period beginning on the Conversion Date and
               ending on the date such Holder voided the Conversion Notice.

                         (vi) PRO RATA CONVERSION AND REDEMPTION. In the event
          the Company receives a Conversion Notice from more than one Holder of
          Preferred Shares for the same Conversion Date and the Company can
          convert some, but not all, of such Preferred Shares, the Company shall
          convert from each Holder of Preferred Shares electing to have
          Preferred Shares converted at such time a pro rata amount of such
          Holder's Preferred Shares submitted for conversion based on the number
          of Preferred Shares submitted for conversion on such date by such
          Holder relative to the number of Preferred Shares submitted for
          conversion on such date.

                         (vii) MECHANICS OF MANDATORY CONVERSION. Subject to
          Section 2(d) above, on the Mandatory Conversion Date, all Holders of
          Preferred Shares shall surrender all Preferred Shares to the Transfer
          Agent and all Preferred Shares shall be converted as of such date as
          if the Holders of such Preferred Shares had given the Conversion
          Notice for all such Preferred Shares on the Mandatory Conversion Date;
          provided that the Mandatory Conversion Date shall be extended for any
          Preferred Shares, at the sole discretion of the Holders of a majority
          of the Preferred Shares then outstanding (determined by reference to
          principal balance) for as long as (A) a Triggering Event (defined
          below) shall have occurred and be continuing, (B) any event shall have
          occurred and be continuing which with the passage of time and the
          failure to cure would result in a Triggering Event or (C) in any such
          Holder's determination, Section 2(d) would apply to any such
          conversion.

                    (f) TAXES. The Company shall pay any and all taxes that may
          be payable with respect to the issuance and delivery of Common Stock
          upon the conversion of Preferred Shares.

                    (g) ADJUSTMENTS TO CONVERSION PRICE. The Conversion Price
          will be subject to adjustment from time to time as provided in this
          Section 2(g).

                         (i) ADJUSTMENT OF FIXED CONVERSION PRICE UPON ISSUANCE
          OF COMMON STOCK. If and whenever on or after the date of issuance of
          the Preferred Shares, the Company issues or sells, or in accordance
          with this Section 2(g) is deemed to have issued or sold, any shares of
          Common Stock (including the issuance or sale of shares of Common Stock
          owned or held by or for the account of the Company, but excluding
          shares of Common Stock deemed to have been issued by the Company in
          connection with an Approved Stock Plan (as defined below) or upon
          conversion of the Preferred Shares) for a consideration per share less
          than the Fixed Conversion Price in effect immediately prior to such
          time (the "APPLICABLE PRICE"), then immediately after such issue or
          sale, the Fixed


                                       9

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          Conversion Price then in effect shall be reduced to an amount equal to
          ninety percent (90%) of the consideration per Common Stock share, if
          any, received by the Company upon such issue or sale. For purposes of
          determining the adjusted Fixed Conversion Price under this Section
          2(g)(i), the following shall be applicable:

                              (A) ISSUANCE OF OPTIONS. If the Company in any
               manner grants or sells any Options and the lowest price per share
               for which one share of Common Stock is issuable upon the exercise
               of any such Option or upon conversion or exchange of any
               Convertible Securities issuable upon exercise of such Option is
               less than the Applicable Price, then such share of Common Stock
               shall be deemed to be outstanding and to have been issued and
               sold by the Company at the time of the granting or sale of such
               Option for such price per share. For purposes of this Section
               2(g)(i)(A), the "lowest price per share for which one share of
               Common Stock is issuable upon the exercise of any such Option or
               upon conversion or exchange of any Convertible Securities
               issuable upon exercise of such Option" shall be equal to the sum
               of the lowest amounts of consideration (if any) received or
               receivable by the Company with respect to any one share of Common
               Stock upon granting or sale of the Option, upon exercise of the
               Option and upon conversion or exchange of any Convertible
               Security issuable upon exercise of such Option. No further
               adjustment of the Fixed Conversion Price shall be made upon the
               actual issuance of such Common Stock or of such Convertible
               Securities upon the exercise of such Options or upon the actual
               issuance of such Common Stock upon conversion or exchange of such
               Convertible Securities.

                              (B) ISSUANCE OF CONVERTIBLE SECURITIES. If the
               Company in any manner issues or sells any Convertible Securities
               and the lowest price per share for which one share of Common
               Stock is issuable upon such conversion or exchange thereof is
               less than the Applicable Price, then such share of Common Stock
               shall be deemed to be outstanding and to have been issued and
               sold by the Company at the time of the issuance of sale of such
               Convertible Securities for such price per share. For the purposes
               of this Section 2(g)(i)(B), the "price per share for which one
               share of Common Stock is issuable upon such conversion or
               exchange" shall be equal to the sum of the lowest amounts of
               consideration (if any) received or receivable by the Company with
               respect to any one share of Common Stock upon the issuance or
               sale of the Convertible Security and upon the conversion or
               exchange of such Convertible Security. No further adjustment of
               the Fixed Conversion Price shall be made upon the actual issuance
               of such Common Stock upon conversion or exchange of such
               Convertible Securities, and if any such issue or sale of such
               Convertible Securities is made upon exercise of any Options for
               which adjustment of the Fixed Conversion Price had been or are to
               be made pursuant to other provisions of this Section 2(g)(i), no
               further adjustment of the Fixed Conversion Price shall be made by
               reason of such issue or sale.

                              (C) CHANGE IN OPTION PRICE OR RATE OF CONVERSION.
               If the purchase price provided for in any Options, the additional
               consideration, if any,


                                       10
<PAGE>

               payable upon the issue, conversion or exchange of any Convertible
               Securities, or the rate at which any Convertible Securities are
               convertible into or exchangeable for Common Stock changes at any
               time, the Fixed Conversion Price in effect at the time of such
               change shall be adjusted to the Fixed Conversion Price which
               would have been in effect at such time had such Options or
               Convertible Securities provided for such changed purchase price,
               additional consideration or changed conversion rate, as the case
               may be, at the time initially granted, issued or sold. For
               purposes of this Section 2(g)(i)(C), if the terms of any Option
               or Convertible Security that was outstanding as of the date of
               issuance of the Preferred Shares are changed in the manner
               described in the immediately preceding sentence, then such Option
               or Convertible Security and the Common Stock deemed issuable upon
               exercise, conversion or exchange thereof shall be deemed to have
               been issued as of the date of such change. No adjustment shall be
               made if such adjustment would result in an increase of the Fixed
               Conversion Price then in effect.

                              (D) CALCULATION OF CONSIDERATION RECEIVED. In case
               any Option is issued in connection with the issue or sale of
               other securities of the Company, together comprising one
               integrated transaction in which no specific consideration is
               allocated to such Options by the parties thereto, the Options
               will be deemed to have been issued for a consideration of $.01.
               If any Common Stock, Options or Convertible Securities are issued
               or sold or deemed to have been issued or sold for cash, the
               consideration received therefor will be deemed to be the net
               amount received by the Company therefor. If any Common Stock,
               Options or Convertible Securities are issued or sold for a
               consideration other than cash, the amount of the consideration
               other than cash received by the Company will be the fair value of
               such consideration, except where such consideration consists of
               securities, in which case the amount of consideration received by
               the Company will be the fair market value of such securities on
               the date of receipt. If any Common Stock, Options or Convertible
               Securities are issued to the owners of the non-surviving entity
               in connection with any merger in which the Company is the
               surviving entity, the amount of consideration therefor will be
               deemed to be the fair value of such portion of the net assets and
               business of the non-surviving entity as is attributable to such
               Common Stock, Options or Convertible Securities, as the case may
               be. The fair value of any consideration other than cash or
               securities will be determined jointly by the Company and the
               Holders of a majority of the Preferred Shares then outstanding.
               If such parties are unable to reach agreement within 10 days
               after the occurrence of an event requiring valuation (the
               "VALUATION EVENT"), the fair value of such consideration will be
               determined within five business days after the tenth (10th) day
               following the Valuation Event by an independent, reputable
               appraiser jointly selected by the Company and the Holders of a
               majority of the Preferred Shares then outstanding. The
               determination of such appraiser shall be deemed binding upon all
               parties absent manifest error and the fees and expenses of such
               appraiser shall be borne by the Company.

                              (E) RECORD DATE. If the Company takes a record of
               the holders of Common Stock for the purpose of entitling them (1)
               to receive a
                                       11
<PAGE>

               dividend or other distribution payable in Common Stock, Options
               or in Convertible Securities or (2) to subscribe for or purchase
               Common Stock, Options or Convertible Securities, then such record
               date will be deemed to be the date of the issue or sale of the
               shares of Common Stock deemed to have been issued or sold upon
               the declaration of such dividend or the making of such other
               distribution or the date of the granting of such right of
               subscription or purchase, as the case may be.

                              (F) CERTAIN DEFINITIONS. For purposes of this
               Section 2(g)(i), the following terms have the respective meanings
               set forth below:

                                   (I) "APPROVED STOCK PLAN" shall mean any
               employee benefit plan which has been approved by the Board of
               Directors of the Company and meets the qualifications and
               requirements of Section 401(a) of the Internal Revenue Code of
               1986, as amended, pursuant to which the Company's securities may
               be issued to any employee, officer, director, consultant or other
               service provider for services provided to the Company.

                                   (II) "OPTIONS" means any rights, warrants or
               options to subscribe for or purchase Common Stock or Convertible
               Securities.

                                   (III) "CONVERTIBLE SECURITIES" means any
               stock or securities (other than Options) directly or indirectly
               convertible into or exchangeable for Common Stock.

                         (ii) ADJUSTMENT OF FIXED CONVERSION PRICE UPON
          SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Company at any time
          subdivides (by any stock split, stock dividend, recapitalization or
          otherwise) one or more classes of its outstanding shares of Common
          Stock into a greater number of shares, the Fixed Conversion Price in
          effect immediately prior to such subdivision will be proportionately
          reduced. If the Company at any time combines (by combination, reverse
          stock split or otherwise) one or more classes of its outstanding
          shares of Common Stock into a smaller number of shares, the Fixed
          Conversion Price in effect immediately prior to such combination will
          be proportionately increased.

                         (iii) ADJUSTMENT OF FIXED CONVERSION PRICE UPON MAJOR
          CORPORATE EVENT ANNOUNCEMENT. In the event (A) the Company makes a
          public announcement that it intends to consolidate or merge with or
          into another Person or engage in a business combination involving the
          issuance or exchange of more than 30% of the Company's outstanding
          Common Stock, (B) the Company makes a public announcement that it
          intends to sell or transfer all or substantially all of the Company's
          assets, or (C) any Person (including the Company) publicly announces a
          purchase, tender or exchange offer for more than 30% of the Company's
          outstanding Common Stock (the transactions described in clauses (A),
          (B) and (C) above are hereinafter referred to as "MAJOR CORPORATE
          EVENTS" and the date of the announcement referred to in clause (A),
          (B) or (C) is hereinafter referred to as the "ANNOUNCEMENT DATE"),
          then the Fixed Conversion Price shall, effective


                                       12
<PAGE>

          upon the Announcement Date and continuing through and including the
          Adjusted Conversion Price Termination Date (as defined below), be
          equal to the Conversion Price which would have been applicable for a
          conversion by the Holder on the Announcement Date. From and after the
          Adjusted Conversion Price Termination Date, the Conversion Price shall
          be determined as set forth in Section 2(c). For purposes hereof,
          "ADJUSTED CONVERSION PRICE TERMINATION DATE" shall mean, with respect
          to any proposed Major Corporate Event for which a public announcement
          as contemplated by this Section 2(g)(iii) has been made, the date upon
          which the Company or other Person (in the case of clause (C) above)
          consummates or publicly announces the termination or abandonment of
          the proposed Major Corporate Event which was the subject of the
          previous public announcement.

                         (iv) HOLDER'S RIGHT OF ALTERNATIVE CONVERSION PRICE
          FOLLOWING ISSUANCE OF CONVERTIBLE SECURITIES OR OPTIONS. If the
          Company in any manner issues or sells Convertible Securities or
          Options that are convertible into, exchangeable for or exercisable
          into Common Stock at a price which varies with the market price of the
          Common Stock (the formulation for such variable price being herein
          referred to as, the "VARIABLE PRICE"), the Company shall provide
          written notice thereof via facsimile and overnight courier to each
          Holder of the Preferred Shares ("VARIABLE NOTICE") on the date of
          issuance of such Convertible Securities or Options. From and after the
          date the Company issues any such Convertible Securities or Options
          with a Variable Price, a Holder of Preferred Shares shall have the
          right, but not the obligation, in its sole discretion to substitute
          the New Variable Formula (defined below) for the Conversion Price upon
          conversion of any Preferred Shares by designating in the Conversion
          Notice delivered upon conversion of such Preferred Shares that solely
          for purposes of such conversion the Holder is relying on the New
          Variable Formula rather than the Conversion Price then in effect. The
          New Variable Formula shall be equal to ninety percent (90%) of the
          Variable Price. A Holder's election to rely on a New Variable Formula
          for a particular conversion of Preferred Shares shall not obligate the
          Holder to rely on a New Variable Formula for any future conversions of
          Preferred Shares.

                         (v) OTHER EVENTS. If any event occurs of the type
          contemplated by the provisions of this Section 2(e) but not expressly
          provided for by such provisions (including, without limitation, the
          granting of stock appreciation rights, phantom stock rights or other
          rights with equity features), then the Company's Board of Directors
          will make an appropriate adjustment in the Conversion Price so as to
          protect the rights of the Holders of the Preferred Shares; provided
          that no such adjustment will increase the Conversion Price as
          otherwise determined pursuant to this Section 2(e).

                         (vi) NOTICES.

                              (A) Immediately upon any adjustment of the
               Conversion Price, the Company will give written notice thereof to
               each Holder of Preferred Shares, setting forth in reasonable
               detail, and certifying, the calculation of such adjustment.


                                       13
<PAGE>

                              (B) The Company will give written notice to each
               Holder of Preferred Shares at least twenty (20) days prior to the
               date on which the Company closes its books or takes a record (I)
               with respect to any dividend or distribution upon the Common
               Stock, (II) with respect to any pro rata subscription offer to
               holders of Common Stock or (III) for determining rights to vote
               with respect to any Organic Change (as defined below),
               dissolution or liquidation, provided that such information shall
               be made known to the public prior to or in conjunction with such
               notice being provided to such Holder.

                              (C) The Company will also give written notice to
               each Holder of Preferred Shares at least twenty (20) days prior
               to the date on which any Organic Change, dissolution or
               liquidation will take place, provided that such information shall
               be made known to the public prior to or in conjunction with such
               notice being provided to such Holder.

               (3) REDEMPTION AT OPTION OF HOLDERS.

                    (a) REDEMPTION OPTION UPON MAJOR TRANSACTION. In addition to
          all other rights of the Holders of Preferred Shares contained herein,
          upon the consummation of a Major Transaction (as defined below), each
          Holder of Preferred Shares shall have the right, at such Holder's
          option, to require the Company to redeem all or a portion of such
          Holder's Preferred Shares at a price per Preferred Share equal to the
          greater of (i) 120% of the Transaction Value of such Preferred Share
          and (ii) the product of (A) the Conversion Rate in effect at such time
          as such Holder delivers a Notice of Redemption at Option of Buyer Upon
          Major Transaction (as defined below) and (B) the Closing Sale Price of
          the Common Stock on the date immediately preceding such Major
          Transaction on which the Principal Market, or the market or exchange
          where the Common Stock is then traded, is open for trading ("MAJOR
          TRANSACTION REDEMPTION PRICE").

                    (b) REDEMPTION OPTION UPON TRIGGERING EVENT. In addition to
          all other rights of the Holders of Preferred Shares contained herein,
          after a Triggering Event (as defined below), each Holder of Preferred
          Shares shall have the right, at such Holder's option, to require the
          Company to redeem all or a portion of such Holder's Preferred Shares
          at a price per Preferred Share equal to the greater of (i) 120% of the
          Transaction Value and (ii) the product of (A) the Conversion Rate in
          effect at such time as such Holder delivers a Notice of Redemption at
          Option of Buyer Upon a Triggering Event (as defined below) and (B) the
          Closing Sale Price of the Common Stock on the date immediately
          preceding such Triggering Event on which the Principal Market, or the
          market or exchange where the Common Stock is then traded, is open for
          trading ("TRIGGERING EVENT REDEMPTION PRICE" and, collectively with
          "MAJOR TRANSACTION REDEMPTION PRICE," the "REDEMPTION PRICE").

                    (c) "MAJOR TRANSACTION". A "MAJOR TRANSACTION" shall be
          deemed to have occurred at such time as any of the following events:


                                       14
<PAGE>

                         (i) the consolidation, merger or other business
          combination of the Company with or into another Person (other than
          pursuant to a migratory merger effected solely for the purpose of
          changing the jurisdiction of incorporation of the Company) involving
          the issuance, exchange or sale of more than 30% of the shares of
          Common Stock then outstanding;

                         (ii) the sale or transfer of all or substantially all
          of the Company's assets; or

                         (iii) a purchase, tender or exchange offer made to the
          holders of more than 30% of the outstanding shares of Common Stock.

                    (d) "TRIGGERING EVENT". A "TRIGGERING EVENT" shall be deemed
          to have occurred at such time as any of the following events:

                         (i) while the Registration Statement is required to be
          maintained effective pursuant to the terms of the Registration Rights
          Agreement, the effectiveness of the Registration Statement lapses for
          any reason (including, without limitation, the issuance of a stop
          order) or is unavailable to the Holder of the Preferred Shares for
          sale of all of the Registrable Securities (as defined in the
          Registration Rights Agreement) in accordance with the terms of the
          Registration Rights Agreement, and such lapse or unavailability
          continues for a period of five (5) consecutive trading days, provided
          that the cause of such lapse or unavailability is not due to factors
          solely within the control of such Holder of Preferred Shares;

                         (ii) the suspension from trading or failure of the
          Common Stock to be listed on the Nasdaq National Market, the Nasdaq
          Small-Cap Market, the OTC Electronic Bulletin Board, The New York
          Stock Exchange, Inc. or The American Stock Exchange, Inc. for a period
          of five (5) consecutive trading days or for more than an aggregate of
          ten (10) trading days in any 365-day period (provided that such
          failure shall not constitute a Triggering Event if caused by Holders
          of Preferred Shares pursuant to Section 4(c) below);

                         (iii) the Company's or the Transfer Agent's notice to
          any Holder of Preferred Shares, including by way of public
          announcement, at any time, of its intention not to comply with a
          request for conversion of any Preferred Shares into shares of Common
          Stock that is tendered in accordance with the provisions of this
          Certificate of Designations, or the failure of the Transfer Agent to
          comply with a Conversion Notice tendered in accordance with the
          provisions of this Certificate of Designations within ten (10)
          Business Days after the receipt by the Transfer Agent of the
          Conversion Notice;

                         (iv) upon the Company's receipt of a Conversion Notice,
          the Company is not obligated to issue the Conversion Shares due to the
          provisions of Section 12; or


                                       15
<PAGE>

                         (v) the Company breaches any material representation,
          warranty, covenant or other term or condition of the Securities
          Purchase Agreement, the Registration Rights Agreement, this
          Certificate of Designations or any other agreement, document,
          certificate or other instrument delivered in connection with the
          transactions contemplated thereby and hereby.

                    (e) MECHANICS OF REDEMPTION AT OPTION OF BUYER UPON MAJOR
          TRANSACTION. No sooner than 15 days nor later than 10 days prior to
          the consummation of a Major Transaction, the Company shall deliver
          written notice thereof via facsimile and overnight courier ("NOTICE OF
          MAJOR TRANSACTION") to each Holder of Preferred Shares, which notice
          shall include the date by which a Holder receiving a Notice of Major
          Transaction must provide the Company with notice of its intent to
          exercise its redemption rights hereunder (which date shall not be
          sooner than five business days after the date of the Notice of Major
          Transaction (the "MAJOR TRANSACTION RESPONSE DATE")). The Company
          shall publicly disclose the material facts of such Major Transaction
          prior to or concurrently with providing the Notice of Major
          Transaction, such public disclosure to be made not later than 10 days
          prior to the consummation of such Major Transaction. At any time after
          receipt of a Notice of Major Transaction and prior to the Major
          Transaction Response Date (or, in the event a Notice of Major
          Transaction is not delivered at least 10 days prior to a Major
          Transaction, at any time prior to the consummation of a Major
          Transaction) any Holder of Preferred Shares then outstanding may
          require the Company to redeem all of the Holder's Preferred Shares
          then outstanding by delivering written notice thereof via facsimile
          and overnight courier ("NOTICE OF REDEMPTION AT OPTION OF BUYER UPON
          MAJOR TRANSACTION") to the Company, which Notice of Redemption at
          Option of Buyer Upon Major Transaction shall indicate (i) the number
          of Preferred Shares that such Holder is electing to redeem and (ii)
          the applicable Major Transaction Redemption Price, as calculated
          pursuant to Section 3(a).

                    (f) MECHANICS OF REDEMPTION AT OPTION OF BUYER UPON
          TRIGGERING EVENT. Within one (1) day after the occurrence of a
          Triggering Event, the Company shall deliver written notice thereof via
          facsimile and overnight courier ("NOTICE OF TRIGGERING EVENT") to each
          Holder of Preferred Shares. At any time after the earlier of a
          Holder's receipt of a Notice of Triggering Event and such Holder
          becoming aware of a Triggering Event, any Holder of Preferred Shares
          then outstanding may require the Company to redeem all of the
          Preferred Shares by delivering written notice thereof via facsimile
          and overnight courier ("NOTICE OF REDEMPTION AT OPTION OF BUYER UPON
          TRIGGERING EVENT") to the Company, which Notice of Redemption at
          Option of Buyer Upon Triggering Event shall indicate (i) the number of
          Preferred Shares that such Holder is electing to redeem and (ii) the
          applicable Triggering Event Redemption Price, as calculated pursuant
          to Section 3(b) above.

                    (g) PAYMENT OF REDEMPTION PRICE. Upon the Company's receipt
          of a Notice(s) of Redemption at Option of Buyer Upon Major Transaction
          or a Notice(s) of Redemption at Option of Buyer Upon Triggering Event,
          as the case may be, from any Holder of Preferred Shares, the Company
          shall immediately notify each Holder of Preferred Shares by facsimile
          of the Company's receipt of such notices and each Holder


                                       16
<PAGE>

          which has sent such a notice shall promptly submit to the Transfer
          Agent such Holder's Preferred Stock Certificates which such Holder has
          elected to have redeemed. The Company shall deliver the applicable
          Redemption Price to such Holder within five (5) Business Days after
          the Company's receipt of a Notice of Redemption at Option of Buyer
          Upon Triggering Event or Notice of Redemption at Option of Buyer Upon
          Major Transaction; provided that a Holder's Preferred Stock
          Certificates shall have been so delivered to the Transfer Agent. If
          the Company is unable to redeem all of the Preferred Shares submitted
          for redemption, the Company shall (i) redeem a pro rata amount from
          each Holder of Preferred Shares based on the number of Preferred
          Shares submitted for redemption by such Holder relative to the total
          number of Preferred Shares submitted for redemption by all Holders of
          Preferred Shares and (ii) in addition to any remedy such Holder of
          Preferred Shares may have under this Certificate of Designations and
          the Securities Purchase Agreement, pay to each Holder interest at the
          rate of 2.5% per month (prorated for partial months) in respect of
          each unredeemed Preferred Share until paid in full.

                    (h) VOID REDEMPTION. In the event that the Company does not
          pay the Redemption Price within the time period set forth in Section
          3(g), at any time thereafter and until the Company pays such unpaid
          applicable Redemption Price in full, a Holder of Preferred Shares
          shall have the option (the "VOID OPTIONAL REDEMPTION OPTION") to, in
          lieu of redemption, require the Company to promptly return to such
          Holder any or all of the Preferred Shares that were submitted for
          redemption by such Holder under this Section 3 and for which the
          applicable Redemption Price (together with any interest thereon) has
          not been paid, by sending written notice thereof to the Company via
          facsimile (the "VOID OPTIONAL REDEMPTION NOTICE"). Upon the Company's
          receipt of such Void Optional Redemption Notice, (i) the Notice of
          Redemption at Option of Buyer Upon Triggering Event or the Notice of
          Redemption at Option of Buyer Upon Major Transaction, as the case may
          be, shall be null and void with respect to those Preferred Shares
          subject to the Void Optional Redemption Notice, (ii) the Company shall
          immediately return any Preferred Shares subject to the Void Optional
          Redemption Notice, (iii) the Fixed Conversion Price of such returned
          Preferred Shares shall be adjusted to the lesser of (A) the Fixed
          Conversion Price as in effect on the date on which the Void Optional
          Redemption Notice is delivered to the Company and (B) the lowest
          Closing Bid Price during the period beginning on the date on which the
          Notice of Redemption at Option of Buyer Upon Major Transaction or the
          Notice of Redemption at Option of Buyer Upon Triggering event, as the
          case may be, is delivered to the Company and ending on the date on
          which the Void Optional Redemption Notice is delivered to the Company,
          and (iv) the Conversion Price in effect at such time shall be reduced
          by the percentage equal to the product of (A) .25 and (B) the number
          of days in the period beginning on the date which is five business
          days after the date on which the Notice of Redemption at Option of
          Buyer Upon Major Transaction or the Notice of Redemption at Option of
          Buyer Upon Triggering Event, as the case may be, is delivered to the
          Company and ending on the date on which the Void Optional Redemption
          Notice is delivered to the Company.

                    (i) DISPUTES; MISCELLANEOUS. In the event of a dispute as to
          the determination of the Closing Bid Price, the Closing Sale Price or
          the arithmetic calculation


                                       17
<PAGE>

          of the Redemption Price, such dispute shall be resolved pursuant to
          Section 2(e)(iii) above with the term "Closing Bid Price" and/or
          "Closing Sale Price", as the case may be, being substituted for the
          term "Conversion Rate" and the term "Redemption Price" being
          substituted for the term "Conversion Rate". A Holder's delivery of a
          Void Optional Redemption Notice and exercise of its rights following
          such notice shall not effect the Company's obligations to make any
          payments which have accrued prior to the date of such notice. Payments
          provided for in this Section 3 shall have priority to payments to
          other stockholders in connection with a Major Transaction. In the
          event of a redemption pursuant to this Section 3 of less than all of
          the Preferred Shares represented by a particular Preferred Stock
          Certificate, the Company shall promptly cause to be issued and
          delivered to the Holder of such Preferred Shares a preferred stock
          certificate representing the remaining Preferred Shares which have not
          been redeemed.

               (4) OTHER RIGHTS OF HOLDERS.

                    (a) REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER
          OR SALE. Any recapitalization, reorganization, reclassification,
          consolidation, merger, sale of all or substantially all of the
          Company's assets to another Person or other transaction which is
          effected in such a way that holders of Common Stock are entitled to
          receive (either directly or upon subsequent liquidation) stock,
          securities or assets with respect to or in exchange for Common Stock
          is referred to herein as "ORGANIC CHANGE". Prior to the consummation
          of any (i) sale of all or substantially all of the Company's assets to
          an acquiring Person or (ii) other Organic Change following which the
          Company is not a surviving entity, the Company will secure from the
          Person purchasing such assets or the successor resulting from such
          Organic Change (in each case, the "ACQUIRING ENTITY") a written
          agreement (in form and substance satisfactory to the Holders of a
          majority of the Preferred Shares then outstanding) to deliver to each
          Holder of Preferred Shares in exchange for such shares, a security of
          the Acquiring Entity evidenced by a written instrument substantially
          similar in form and substance to the Preferred Shares, including,
          without limitation, having a stated value and liquidation preference
          equal to the Transaction Value and the Liquidation Preference of the
          Preferred Shares held by such Holder, and satisfactory to the Holders
          of a majority of the Preferred Shares then outstanding. Prior to the
          consummation of any other Organic Change, the Company shall make
          appropriate provision (in form and substance satisfactory to the
          Holders of a majority of the Preferred Shares then outstanding) to
          insure that each of the Holders of the Preferred Shares will
          thereafter have the right to acquire and receive in lieu of or in
          addition to (as the case may be) the shares of Common Stock
          immediately theretofore acquirable and receivable upon the conversion
          of such Holder's Preferred Shares such shares of stock, securities or
          assets that would have been issued or payable in such Organic Change
          with respect to or in exchange for the number of shares of Common
          Stock which would have been acquirable and receivable upon the
          conversion of such Holder's Preferred Shares as of the date of such
          Organic Change (without taking into account any limitations or
          restrictions on the convertibility of the Preferred Shares).

                    (b) PURCHASE RIGHTS. If at any time the Company grants,
          issues or sells any Options, Convertible Securities or rights to
          purchase stock, warrants, securities or


                                       18
<PAGE>

          other property pro rata to the record holders of any class of Common
          Stock (the "PURCHASE RIGHTS"), then the Holders of Preferred Shares
          will be entitled to acquire, upon the terms applicable to such
          Purchase Rights, the aggregate Purchase Rights which such Holder could
          have acquired if such Holder had held the number of shares of Common
          Stock acquirable upon complete conversion of the Preferred Shares
          (without taking into account any limitations or restrictions on the
          convertibility of the Preferred Shares) immediately before the date on
          which a record is taken for the grant, issuance or sale of such
          Purchase Rights, or, if no such record is taken, the date as of which
          the record Holders of Common Stock are to be determined for the grant,
          issue or sale of such Purchase Rights.

                    (c) FORCED DELISTING. If a redemption voided pursuant to
          Section 3(h) was caused by a Triggering Event involving the Company's
          inability to issue Conversion Shares because of the Primary Exchange
          Cap (as defined in Section 12), and if so directed by the Holders of
          at least two-thirds (2/3) of the Preferred Shares then outstanding,
          including shares of Preferred Shares submitted for redemption pursuant
          to Section 3 with respect to which the applicable Redemption Price has
          not been paid, in a Void Mandatory Redemption Notice, the Company
          shall immediately delist the Common Stock from exchange or automated
          quotation system on which the Common Stock is traded and have the
          Common Stock, at such Holders' option, traded on the OTC Electronic
          Bulletin Board or the "pink sheets".

               (5) COMPANY REDEMPTION.

                    (a) COMPANY'S RIGHT TO REDEEM AT ITS ELECTION. Subject to
          Sections 5(d) and 5(e) below, on the date which is 180 calendar days
          after the Issuance Date, the Company shall have the right, in its sole
          discretion, to redeem ("REDEMPTION AT THE COMPANY'S ELECTION"), from
          time to time, any or all of the Preferred Shares at the Redemption
          Price at the Company's Election (as defined below). If the Company
          elects to redeem some, but not all, of the Preferred Shares, the
          Company shall redeem a pro rata amount from each holder of Preferred
          Shares based on the number of Preferred Shares held by such holder
          relative to the number of Preferred Shares outstanding.

                              (i) REDEMPTION PRICE AT THE COMPANY'S ELECTION.
               The "REDEMPTION PRICE AT THE COMPANY'S ELECTION" shall be an
               amount per Preferred Share equal to the sum of (A) the then
               Transaction Value and (B) any accrued but unpaid Regular
               Dividends and Participating Dividends.

                    (b) MECHANICS OF REDEMPTION AT THE COMPANY'S ELECTION. The
          Company shall effect each such redemption no earlier than twenty (20)
          trading days and no later than forty (40) trading days after
          delivering written notice of its Redemption at the Company's Election
          via facsimile and overnight courier ("NOTICE OF COMPANY REDEMPTION")
          to (A) each holder of the Preferred Shares and (B) the Transfer Agent.
          Such Notice of Company Redemption shall indicate (I) the number of
          Preferred Shares that have been selected for redemption, (II) the date
          that such redemption is to become effective (the "DATE OF COMPANY
          REDEMPTION") and (III) the applicable Redemption Price at the
          Company's Election. Notwithstanding anything to the contrary above,
          any Holder may convert into


                                       19
<PAGE>

          Company Common Stock pursuant to Section 2, on or prior to the date
          immediately preceding the Date of Company Redemption, any Preferred
          Shares held by such Holder including Preferred Shares that have been
          selected for Redemption at the Company's Election pursuant to this
          Section 6.

                    (c) PAYMENT OF REDEMPTION PRICE. Each Holder submitting
          Preferred Shares being redeemed under this Section 6 shall send such
          Holder's Preferred Stock Certificates so redeemed to the Transfer
          Agent within five (5) Business Days before the Date of Company
          Redemption, and the Company shall pay the applicable redemption price
          to that Holder in cash within three (3) Business Days after such
          Holder's Preferred Stock Certificates are delivered to the Company or
          its Transfer Agent. If the Company shall fail to pay the applicable
          redemption price to such holder on a timely basis as described in this
          Section 5, in addition to any remedy such holder of Preferred Shares
          may have under this Certificate of Designations and the Securities
          Purchase Agreement, such unpaid amount shall bear interest at the rate
          of 2.5% per month until paid in full and the Conversion Percentage, or
          any subsequent Conversion Percentage, then in effect shall be reduced
          by ten (10) percentage points. Notwithstanding the foregoing, if the
          Company fails to pay the applicable redemption price to a holder
          within the time period described this Section 5 due to a dispute as to
          the arithmetic calculation of the redemption price, such dispute shall
          be resolved pursuant to Section 2(e)(iii) above with the term
          "applicable redemption price" being substituted for the term
          "Conversion Rate."

                    (d) COMPANY MUST HAVE IMMEDIATELY AVAILABLE FUNDS OR CREDIT
          FACILITIES. The Company shall not be entitled to send any Notice of
          Company Redemption pursuant to Section 5(b) above and begin the
          redemption procedure under this Section 5, unless it has:

                              (i) the full amount of the applicable redemption
               price in cash, available in a demand or other immediately
               available account in a bank or similar financial institution;

                              (ii) credit facilities, with a bank or similar
               financial institutions that are immediately available and
               unrestricted for us in redeeming the Preferred Shares, in the
               full amount of the applicable redemption price;

                              (iii) a written agreement with a standby
               underwriter or qualified buyer ready, willing and able to
               purchase from the Company a sufficient number of shares of stock
               to provide proceeds necessary to redeem any stock that is not
               converted prior to an applicable Redemption at the Company's
               Election; or

                              (iv) a combination of the items set forth in the
               preceding clauses (i), (ii) and (iii), aggregating the full
               amount of the applicable redemption price.

                    (e) CERTAIN CONDITIONS DURING NOTICE PERIOD. The Company
          shall not be entitled to redeem the Preferred Shares on a Date of
          Company Redemption, unless each of the following conditions are
          satisfied as of the date of the Notice of Company


                                       20
<PAGE>

          Redemption and on each day from such date until and including the
          later of the Date of Company Redemption and the date on which the
          Company pays the applicable Redemption Price:

                              (i) The Registration Statement shall be effective
               and available for the sale of no less than 200% of the sum of (I)
               the number of Conversion Shares (as defined in the Securities
               Purchase Agreement) then issuable upon the conversion of all
               outstanding Preferred Shares and (II) the number of Warrant
               Shares (as defined in the Securities Purchase Agreement) then
               issuable upon exercise of all outstanding Warrants and (III) the
               number of Conversion Shares and Warrant Shares that are then held
               by the holders of such shares;

                              (ii) The Common Stock is designated for quotation
               on the Nasdaq National Market, Nasdaq Small-Cap Market, OTC
               Electronic Bulletin Board, The New York Stock Exchange, Inc. or
               The American Stock Exchange, Inc. and is not suspended from
               trading; and

                              (iii) The Company otherwise has satisfied its
               obligations and is not in default under this Certificate of
               Designations, the Securities Purchase Agreement, the Warrants and
               the Registration Rights Agreement.

               (6) RESERVATION OF SHARES.

                    (a) AUTHORIZED AND RESERVED AMOUNT. The Company shall, at
          all times so long as any of the Preferred Shares are outstanding,
          reserve and keep available out of its authorized and unissued Common
          Stock, solely for the purpose of effecting the conversion of the
          Preferred Shares, such number of shares (the "RESERVED AMOUNT") of
          Common Stock as shall from time to time be sufficient to effect the
          conversion of all of the Preferred Shares then outstanding; provided
          that the number of shares of Common Stock so reserved shall at no time
          be less than two hundred percent (200%) of the number of shares of
          Common Stock for which the Preferred Shares are at any time
          convertible (including but not limited to any accrued but unpaid
          Regular Dividends, assuming any such accrued but unpaid Regular
          Dividends are paid on such date by delivery of shares of Common Stock
          if the Company elected to pay such Regular Dividends in Common Stock)
          (the "MINIMUM AMOUNT"). The initial number of shares of Common Stock
          reserved for conversions of the Preferred Shares and each increase in
          the number of shares so reserved shall be allocated pro rata among the
          Holders of the Preferred Shares based on the number of Preferred
          Shares held by each Holder at the time of issuance of the Preferred
          Shares or increase in the number of reserved shares, as the case may
          be. In the event a Holder shall sell or otherwise transfer any of such
          Holder's Preferred Shares, each transferee shall be allocated a pro
          rata portion of the number of reserved shares of Common Stock reserved
          for such transferor. Any shares of Common Stock reserved and allocated
          to any Person which ceases to hold any Preferred Shares shall be
          allocated to the remaining Holders of Preferred Shares, pro rata based
          on the number of Preferred Shares then held by such Holders.


                                       21
<PAGE>

               (b) INCREASES TO RESERVED AMOUNT. Without limiting any other
          provision of this Section 6, if the Reserved Amount for any three (3)
          consecutive trading days (the last of such three (3) trading days
          being the "RESERVATION TRIGGER DATE") shall be less than two hundred
          percent (200%) of the number of shares of Common Stock issuable upon
          conversion of the Preferred Shares and Warrant Shares issuable upon
          exercise of the related Warrants on such trading days (a "SHARE
          AUTHORIZATION FAILURE"), the Company shall immediately notify all
          Holders of such occurrence and shall take action as soon as possible,
          but in any event within thirty (30) days after a Reservation Trigger
          Date (including, if necessary, seeking shareholder approval to
          authorize the issuance of additional shares of Common Stock) to
          increase the Reserved Amount to two hundred percent (200%) of the
          number of shares of Common Stock then issuable upon conversion of the
          Preferred Shares.

               (7) VOTING RIGHTS. Holders of Preferred Shares shall have no
          voting rights, except as required by law, including but not limited to
          the General Corporation Law of the State of Nevada, and as expressly
          provided in this Certificate of Designations.

               (8) LIQUIDATION, DISSOLUTION, WINDING-UP. In the event of any
          voluntary or involuntary liquidation, dissolution or winding up of the
          Company, the Holders of the Preferred Shares shall be entitled to
          receive in cash out of the assets of the Company, whether from capital
          or from earnings available for distribution to its stockholders (the
          "LIQUIDATION FUNDS"), before any amount shall be paid to the holders
          of any of the capital stock of the Company of any class junior in rank
          to the Preferred Shares in respect of the preferences as to the
          distributions and payments on the liquidation, dissolution and winding
          up of the Company, an amount per Preferred Share equal to $100 and any
          accrued but unpaid Regular Dividends and Participating Dividends (such
          sum being referred to as the "LIQUIDATION PREFERENCE"); provided that,
          if the Liquidation Funds are insufficient to pay the full amount due
          to the Holders of Preferred Shares and holders of shares of other
          classes or series of preferred stock of the Company that are of equal
          rank with the Preferred Shares as to payments of Liquidation Funds
          (the "PARI PASSU SHARES"), then each Holder of Preferred Shares and
          Pari Passu Shares shall receive a percentage of the Liquidation Funds
          equal to the full amount of Liquidation Funds payable to such Holder
          as a liquidation preference, in accordance with their respective
          Certificate of Designations, Preferences and Rights, as a percentage
          of the full amount of Liquidation Funds payable to all Holders of
          Preferred Shares and holders of Pari Passu Shares. In addition to the
          receipt of the Liquidation Preference, in the event of any voluntary
          or involuntary liquidation, dissolution or winding up of the Company,
          the Holders of the Preferred Shares shall be entitled to receive
          Liquidation Funds distributed to holders of Common Stock, after the
          Liquidation Preference has been paid, to the same extent as if such
          Holders of Preferred Shares had converted the Preferred Shares into
          Common Stock (without regard to any limitations on conversions herein
          or elsewhere) and had held such shares of Common Stock on the record
          date for such distribution of the remaining Liquidation Funds. The
          purchase or redemption by the Company of stock of any class, in any
          manner permitted by law, shall not, for the purposes hereof, be
          regarded as a liquidation, dissolution or winding up of the Company.
          Neither the consolidation or merger of the Company with or into any
          other Person, nor the sale or transfer by the Company of less than
          substantially all of its


                                       22
<PAGE>

          assets, shall, for the purposes hereof, be deemed to be a liquidation,
          dissolution or winding up of the Company. No Holder of Preferred
          Shares shall be entitled to receive any amounts with respect thereto
          upon any liquidation, dissolution or winding up of the Company other
          than the amounts provided for herein; provided that a Holder of
          Preferred Shares shall be entitled to all amounts previously accrued
          with respect to amounts owed hereunder.

               (9) PREFERRED RANK. All shares of Common Stock shall be of junior
          rank to all Preferred Shares in respect to the preferences as to
          distributions and payments upon the liquidation, dissolution and
          winding up of the Company. The rights of the shares of Common Stock
          shall be subject to the preferences and relative rights of the
          Preferred Shares. Without the prior express written consent of the
          Holders of not less than two-thirds (2/3) of the then outstanding
          Preferred Shares, the Company shall not hereafter authorize or issue
          additional or other capital stock that is of senior or equal rank to
          the Preferred Shares in respect of the preferences as to distributions
          and payments upon the liquidation, dissolution and winding up of the
          Company. Without the prior express written consent of the Holders of
          not less than two-thirds (2/3) of the then outstanding Preferred
          Shares, the Company shall not hereafter authorize or make any
          amendment to the Company's Articles of Incorporation or bylaws, or
          file any resolution of the board of directors of the Company with the
          Nevada Secretary of State or enter into any agreement containing any
          provisions, which would adversely affect or otherwise impair the
          rights or relative priority of the Holders of the Preferred Shares
          relative to the holders of the Common Stock or the holders of any
          other class of capital stock. In the event of the merger or
          consolidation of the Company with or into another corporation, the
          Preferred Shares shall maintain their relative powers, designations
          and preferences provided for herein and no merger shall result
          inconsistent therewith.

               (10) PARTICIPATION. Subject to the rights of the Holders, if any,
          of the Pari Passu Shares, the Holders of the Preferred Shares shall,
          as Holders of Preferred Stock, be entitled to such dividends paid and
          distributions made to the holders of Common Stock to the same extent
          as if such Holders of Preferred Shares had converted the Preferred
          Shares into Common Stock (without regard to any limitations on
          conversion herein or elsewhere) and had held such shares of Common
          Stock on the record date for such dividends and distributions.
          Payments under the preceding sentence shall be made concurrently with
          the dividend or distribution to the holders of Common Stock.

               (11) RESTRICTION ON REDEMPTION AND CASH DIVIDENDS. Until all of
          the Preferred Shares have been converted or redeemed as provided
          herein, the Company shall not, directly or indirectly, redeem, or
          declare or pay any cash dividend or distribution on, its Common Stock
          without the prior express written consent of the Holders of not less
          than two-thirds (2/3) of the then outstanding Preferred Shares.

               (12) LIMITATION ON NUMBER OF CONVERSION SHARES. The Company shall
          not be obligated to issue any shares of Common Stock upon conversion
          of the Preferred Shares if the issuance of such shares of Common Stock
          would exceed that number of shares of Common Stock which the Company
          may issue upon Conversion of the Preferred Shares


                                       23
<PAGE>

          (the "EXCHANGE CAP") without breaching the Company's obligations under
          the rules or regulations of the Principal Market, or the market or
          exchange where the Common Stock is then traded, except that such
          limitation shall not apply in the event that the Company (a) obtains
          the approval of its stockholders as required by the applicable rules
          of the Principal Market, or the market or exchange where the Common
          Stock is then traded, (or any successor rule or regulation) for
          issuances of Common Stock in excess of such amount or (b) obtains a
          written opinion from outside counsel to the Company that such approval
          is not required, which opinion shall be reasonably satisfactory to the
          Holders of a majority of the Preferred Shares then outstanding. Until
          such approval or written opinion is obtained, no purchaser of
          Preferred Shares pursuant to the Securities Purchase Agreement (the
          "PURCHASERS") shall be issued, upon conversion of Preferred Shares,
          shares of Common Stock in an amount greater than the product of (i)
          the Exchange Cap amount multiplied by (ii) a fraction, the numerator
          of which is the number of Preferred Shares issued to such Purchaser
          pursuant to the Securities Purchase Agreement and the denominator of
          which is the aggregate amount of all the Preferred Shares issued to
          the Purchasers pursuant to the Securities Purchase Agreement (the "CAP
          ALLOCATION AMOUNT"). In the event that any Purchaser shall sell or
          otherwise transfer any of such Purchaser's Preferred Shares, the
          transferee shall be allocated a pro rata portion of such Purchaser's
          Cap Allocation Amount. In the event that any Holder of Preferred
          Shares shall convert all of such Holder's Preferred Shares into a
          number of shares of Common Stock which, in the aggregate, is less than
          such Holder's Cap Allocation Amount, then the difference between such
          Holder's Cap Allocation Amount and the number of shares of Common
          Stock actually issued to such Holder shall be allocated to the
          respective Cap Allocation Amounts of the remaining Holders of
          Preferred Shares on a pro rata basis in proportion to the number of
          Preferred Shares then held by each such Holder.

               (13) VOTE TO CHANGE THE TERMS OF PREFERRED SHARES. The
          affirmative vote at a meeting duly called for such purpose or the
          written consent without a meeting, of the Holders of not less than
          two-thirds (2/3) of the then outstanding Preferred Shares, shall be
          required for any change to this Certificate of Designations or the
          Company's Articles of Incorporation which would amend, alter, change
          or repeal any of the powers, designations, preferences and rights of
          the Preferred Shares.

               (14) LOST OR STOLEN CERTIFICATES. Upon receipt by the Company of
          evidence reasonably satisfactory to the Company of the loss, theft,
          destruction or mutilation of any Preferred Stock Certificates
          representing the Preferred Shares, and, in the case of loss, theft or
          destruction, of any indemnification undertaking by the Holder to the
          Company in customary form and, in the case of mutilation, upon
          surrender and cancellation of the Preferred Stock Certificate(s), the
          Company shall execute and deliver new preferred stock certificate(s)
          of like tenor and date; provided, however, the Company shall not be
          obligated to re-issue preferred stock certificates if the Holder
          contemporaneously requests the Company to convert such Preferred
          Shares into Common Stock.

               (15) REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND
          INJUNCTIVE RELIEF. The remedies provided in this Certificate of
          Designations shall be cumulative and in addition to all other remedies
          available under this Certificate of Designations, at law or


                                       24
<PAGE>

          in equity (including a decree of specific performance and/or other
          injunctive relief), no remedy contained herein shall be deemed a
          waiver of compliance with the provisions giving rise to such remedy
          and nothing herein shall limit a Holder's right to pursue actual
          damages for any failure by the Company to comply with the terms of
          this Certificate of Designations. The Company covenants to each Holder
          of Preferred Shares that there shall be no characterization concerning
          this instrument other than as expressly provided herein. Amounts set
          forth or provided for herein with respect to payments, conversion and
          the like (and the computation thereof) shall be the amounts to be
          received by the Holder thereof and shall not, except as expressly
          provided herein, be subject to any other obligation of the Company (or
          the performance thereof). The Company acknowledges that a breach by it
          of its obligations hereunder will cause irreparable harm to the
          Holders of the Preferred Shares and that the remedy at law for any
          such breach may be inadequate. The Company therefore agrees that, in
          the event of any such breach or threatened breach, the Holders of the
          Preferred Shares shall be entitled, in addition to all other available
          remedies, to an injunction restraining any breach, without the
          necessity of showing economic loss and without any bond or other
          security being required.

               (16) SPECIFIC SHALL NOT LIMIT GENERAL; CONSTRUCTION. No specific
          provision contained in this Certificate of Designations shall limit or
          modify any more general provision contained herein. This Certificate
          of Designations shall be deemed to be jointly drafted by the Company
          and all Buyers and shall not be construed against any person as the
          drafter hereof.

               (17) FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the
          part of a Holder of Preferred Shares in the exercise of any power,
          right or privilege hereunder shall operate as a waiver thereof, nor
          shall any single or partial exercise of any such power, right or
          privilege preclude other or further exercise thereof or of any other
          right, power or privilege.


                            [Signature Page Follows]


                                       25
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Certificate of Designations
to be signed by Michael P. Roth, its President, as of the 7th day of April 2000.

                                        E-NET FINANCIAL.COM CORPORATION

                                        By: /s/ Michael P. Roth
                                           ------------------------------------
                                        Name:  Michael P. Roth
                                        Title: President


                                       26
<PAGE>

                                    EXHIBIT I

                                CONVERSION NOTICE

Reference is made to the Certificate of Designations, Preferences and Rights
(the "CERTIFICATE OF DESIGNATIONS") of e-Net Financial.com Corporation (the
"COMPANY"). In accordance with and pursuant to the Certificate of Designations,
the undersigned hereby elects to convert the number of shares of Series C
Preferred Stock, no par value per share (the "PREFERRED SHARES"), of the Company
indicated below into shares of Common Stock, par value $ 0.001 per share (the
"COMMON STOCK"), of the Company, by tendering the stock certificate(s)
representing the share(s) of Preferred Shares specified below as of the date
specified below.

     Date of Conversion:
                        -------------------------------------------------------

     Number of Preferred Shares to be converted:
                                                -------------------------------

     Stock certificate no(s). of Preferred Shares to be converted:
                                                                  -------------

Please confirm the following information:

     Conversion Price:
                      ---------------------------------------------------------

     Number of shares of Common Stock to be issued:
                                                   ----------------------------

     Is the alternative New Variable Formula being relied on pursuant to Section
     2(g)(iv) of the Certificate of Designations? (check one) YES      No
                                                                  ----    ----

Please issue the Common Stock into which the Preferred Shares are being
converted and, if applicable, any check drawn on an account of the Company in
the following name and to the following address:

     Issue to:
                                             ----------------------------------

                                             ----------------------------------

                                             ----------------------------------

     Facsimile Number:
                                             ----------------------------------

     Authorization:
                                             ----------------------------------
                                             By:
                                                -------------------------------
                                             Title:
                                                   ----------------------------

     Dated:
                                             ----------------------------------

     Account Number:
      (if electronic book entry transfer):
                                             ----------------------------------

     Transaction Code Number
      (if electronic book entry transfer):
                                             ----------------------------------