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                                                                     EXHIBIT 4.2

                  CERTIFICATE OF DESIGNATIONS, PREFERENCES AND
                  RIGHTS OF CLASS B 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 Section 78.195 of 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 Class and 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 One Hundred
Thousand (100,000) shares of Class B Preferred Stock -Series 1 of the Company,
as follows:

          RESOLVED, that the Company is authorized to issue 100,000 shares of
     Class B Preferred Stock- Series 1 (the "PREFERRED SHARES"), no par value
     per share, which shall have the following powers, designations, preferences
     and other special rights:

          (1) DIVIDENDS.

               (a) PARTICIPATING DIVIDENDS. A "HOLDER" and, collectively, (the
     "HOLDERS") of the Preferred Shares shall be entitled to participate in the
     earnings and dividends of the Company prorated on the basis of one
     preferred share having the participation rights of ten Common Shares. 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
     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.

               (b) 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 that is


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     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. Class B Preferred -Series 1 Shares
     shall be convertible into cash or shares of the Company's common stock, par
     value $ 0.001 per share (the "COMMON STOCK"), at the election of the holder
     subject to the following conditions being met by the company, as 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 DATE" has the same meaning as the term is
     defined in the Membership Interest Purchase Agreement(the "MEMBERSHIP
     INTEREST PURCHASE AGREEMENT"), entered into by and between the Company and
     the Holders of the Class B Preferred Shares, dated February 11, 2000.

                         (iii) "CONVERSION CONDITIONS" TO BE MET as conditions
     precedent to the election of Holders are as follows:
                         a. If the terms and conditions of that certain contract
     to acquire EMB Assets, dated January 12,2000 are not specifically fulfilled
     in their entirety as scheduled therein, at the option of the Holder, the
     Holder may elect to call upon Company to repurchase immediately upon demand
     the 100,000 shares of Class B Preferred Shares for the sum of $1,000,000 in
     cash; or
                         b. If the company cannot redeem the Class B Preferred
     Shares as required in the preceding paragraph, in the alternative the
     Holder has the right to call upon the Company to convert all of the Class B
     Preferred Shares to common shares of the Company as provided below prior to
     registration. This conversion to common shares shall at the option of the
     holder.

                         c. CONVERSION RATE shall be the number of shares of
     Common Stock issuable upon conversion of each Preferred Share pursuant to
     Section 2(a)(iii)b.above. This rate shall be ten common shares for each
     share of Class B Preferred shares of Series 1(the "CONVERSION RATE"):

                         , and at the rate of ten (10) shares of common for each
     share of preferred. Such shares so converted shall be included in any
     registration statement filed by the Company with the Securities and
     Exchange Commission registering its common shares for sale within a one
     year period of said conversion.

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

                         (v) "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.

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

                         (b) LIMITATION ON BENEFICIAL OWNERSHIP. The Company
     shall not effect any conversion of any Class B 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


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     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 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.

                    (c) 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, 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


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     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 Membership Interest 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 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, 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, 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.
                              (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 prior to the date
          of such notice pursuant to Section 2(e)(v)(A) or otherwise.

                    (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.

               (d) 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.

               (e) 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 Conversion Rate in effect immediately prior to such


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     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.

                    (f) 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 Rate 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).

                    (g) NOTICES.

                         (A) Immediately upon any adjustment of the Conversion
          Rate, 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.

                         (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 above), 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


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     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:

                    (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;


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                    (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 herein below; or

                    (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 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


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     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 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


                                       9
<PAGE>

     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
     Transaction 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 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


                                       10
<PAGE>

     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) 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.

          (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.

          (5) 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.

          (6) 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


                                       11
<PAGE>

     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 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.

          (7) 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.

          (10) Notwithstanding anything else to the contrary contained herein,
     the Company shall have the right hereafter to 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. 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.

          (81) 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


                                       12
<PAGE>

     shall be made concurrently with the dividend or distribution to the holders
     of Common Stock.

          (9) 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 (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 Membership Interest 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 Membership Interest
     Purchase Agreementand the denominator of which is the aggregate amount of
     all the Preferred Shares issued to the Purchasers pursuant to the
     Membership Interest 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.

          (10) 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 Class B Preferred Shares, shall be required for any change
     to this Certificate of Designations or the Company's [CERTIFICATE OF
     INCORPORATION] which would amend, alter, change or repeal any of the
     powers, designations, preferences and rights of the Class B Preferred
     Shares.

          (11) 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.

          (12) 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


                                       13
<PAGE>

     available under this Certificate of Designations, at law or 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.

          (13) 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.

          (14) 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]


                                       14
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Certificate of Designations
to be signed by Michael P. Roth, its President, as of the 11th day of February
2000.

                                        E-NET FINANCIAL.COM CORPORATION

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


                                       15
<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 B
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):
                                           ------------------------------------