EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION
                                       OF
                                  CENTIV, INC.

     FIRST:     The name of the corporation is Centiv, Inc.

     SECOND:     The address of the Corporation's registered office in the State
of Delaware is 2711 Centerville Road, St. 400, Wilmington, Delaware 19808. The
name of the Corporation's registered agent at such address is Corporation
Service
Company.

     THIRD:     The nature of the business and the objects and purposes to be
conducted or promoted by the Corporation are to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

     FOURTH:

     1. AUTHORIZED SHARES. The total number of shares of stock of all classes
which the Corporation shall have authority to issue is forty million
(40,000,000), of which five million (5,000,000) shall be shares of Preferred
Stock with a par value of $0.001 per share ("Preferred Stock"), and thirty-five
million (35,000,000) shall be shares of Common Stock with a par value
of $0.001 per share ("Common Stock").

     2. PREFERRED STOCK.

     (a) The Preferred Stock shall be issuable in series, and in connection with
the issuance of any series of Preferred Stock and to the extent now or hereafter
permitted by the laws of the State of Delaware, the Board of Directors is
authorized to fix by resolution the designation of each series, the stated value
of the shares of each series, the dividend rate or rates of each series (which
rate or rates may be expressed in terms of a formula or other method by which
such rate or rates shall be calculated from time to time) and the date or dates
and other provisions respecting the payment of dividends, the provisions, if
any, for a sinking fund for the shares of each series, the preferences of the
shares of each series in the event of the liquidation or dissolution of the
Corporation, the provisions, if any, respecting the redemption of the shares of
each series and, subject to requirements of the laws of the State of Delaware,
the voting rights (except that such shares shall not have more than one vote per
share), the terms, if any, upon which the shares of each series shall be
convertible into or exchangeable for any other shares of stock of the
Corporation and any other relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, of the shares
of each series.

     (b) Preferred Stock of any series redeemed, converted, exchanged,
purchased, or otherwise acquired by the Corporation shall constitute authorized
but unissued Preferred Stock.

     (c) All shares of any series of Preferred Stock, as between themselves,
shall rank equally and be identical (except that such shares may have different
dividend provisions); and all series of Preferred Stock, as between themselves,

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shall rank equally and be identical except as set forth in resolutions of the
Board of Directors authorizing the issuance of such
series.

     3. COMMON STOCK.

     (a) After dividends to which the holders of Preferred Stock may then be
entitled under the resolutions creating any series thereof have been declared
and after the Corporation shall have set apart the amounts required pursuant to
such resolutions for the purchase or redemption of any series of Preferred
Stock, the holders of Common Stock shall be entitled to have dividends declared
in cash, property, or other securities of the Corporation out of any net profits
or net assets of the Corporation legally available therefor, if, as and when
such dividends are declared by the Corporation's Board of Directors.

     (b) In the event of the liquidation or dissolution of the Corporation's
business and after the holders of Preferred Stock shall have received amounts to
which they are entitled under the resolutions creating such series, the holders
of Common Stock shall be entitled to receive ratably the balance of the
Corporation's net assets available for distribution.

     (c) Each share of Common Stock shall be entitled to one vote upon all
matters upon which stockholders have the right to vote, but shall not be
entitled to vote for the election of any directors who may be elected by vote of
the Preferred Stock voting as a class if so provided in the resolution creating
such Preferred Stock pursuant to Section 2(a) of this Article FOURTH.

     4. PREEMPTIVE RIGHTS. No holder of any shares of the Corporation shall have
any preemptive right to subscribe for or to acquire any additional shares of the
Corporation of the same or of any other class whether now or hereafter
authorized or any options or warrants giving the right to purchase any such
shares, or any bonds, notes, debentures or other obligations
convertible into any such shares.

     FIFTH:     The Corporation is to have perpetual existence.

     SIXTH:     The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatever.

     SEVENTH:     Except as may otherwise be fixed by resolution of the Board of
Directors pursuant to the provisions of Article FOURTH hereof relating to the
rights of the holders of Preferred Stock to elect directors as a class, the
number of directors of the Corporation shall be fixed from time to time by or
pursuant to the Bylaws of the Corporation. The directors,
other than those who may be elected by the holders of Preferred Stock, shall be
classified, with respect to the time for which they severally hold office, into
three classes, as nearly equal in number as possible. The first class shall be
initially elected for a term expiring at the next ensuing annual meeting, the
second class shall be initially elected for a term expiring one year
thereafter, and the third class shall be elected for a term expiring two years
thereafter, with each member of each class to hold office until his successor is
elected and qualified. At each annual meeting of the stockholders of the
Corporation held after the initial classification and election of directors, the
successors of the class of directors whose term expires at that meeting shall be
elected to hold office for a term expiring at the annual meeting of stockholders
held in the third year following the year of their election.  Advance notice of


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stockholder nominations for the election of directors shall be given in the
manner provided in the Bylaws of the Corporation. Except as may otherwise be
fixed by resolution of the Board of Directors pursuant to the provisions of
Article FOURTH hereof relating to the rights of the holders of Preferred Stock
to elect directors as a class, newly created directorships resulting from any
increase in the number of directors and any vacancies on the Board of Directors
resulting from death, resignation, disqualification, removal or any other cause
shall be filled by the affirmative vote of a majority of the remaining directors
then in office, even though less than a quorum of the Board of Directors. Any
director elected in accordance with the preceding sentence shall hold office for
the remainder of the full term of the class of directors in which the new
directorship was created (subject to the requirements of this Article SEVENTH
that all classes be as nearly equal in number as possible) or in which the
vacancy occurred and until such director's successor shall have been elected and
qualified. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of an incumbent director.

     Subject to any rights of the holders of Preferred Stock to elect directors
as a class, a director may be removed only for cause and only by the affirmative
vote of the holders of 80% of the combined voting power of the then outstanding
shares of stock entitled to vote generally in the election of directors, voting
together as a single class.

     In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized:

     1. To adopt, amend and repeal the Bylaws of the Corporation. Any Bylaws
adopted by the directors under the powers conferred hereby may be amended or
repealed by the directors or by the stockholders. Notwithstanding the foregoing
or any other provision in this Certificate of Incorporation or the Bylaws of the
Corporation to the contrary, Article II, Sections 3 and 7 and Article III,
Sections 1, 2 and 3 of the Bylaws shall not be amended or repealed and no
provision inconsistent therewith shall be adopted without the affirmative vote
of the holders of at least 80% of the voting power of all the shares of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class.

     2. To fix and determine, and to vary the amount of, the working capital of
the Corporation, and to determine the use or investment of any assets of the
Corporation, to set apart out of any of the funds of the Corporation available
for dividends a reserve or reserves for any proper purpose and to abolish any
such reserve or reserves.

     3. To authorize the purchase or other acquisition of shares of stock of the
Corporation or any of its bonds, debentures, notes, scrip, warrants or other
securities or evidence of indebtedness.

     4. Except as otherwise provided by law, to determine the places within or
without the State of Delaware, where any or all of the books of the Corporation
shall be kept.

     5. To authorize the sale, lease or other disposition of any part or parts
of the properties of the Corporation and to cease to conduct the business
connected therewith or again to resume the same, as it may deem best.

     6. To authorize the borrowing of money, the issuance of bonds, debentures
and other obligations or evidences of indebtedness of the Corporation, secured
or unsecured, and the inclusion of provisions as to redeemability and
convertibility into shares of stock of the Corporation or otherwise; and the
mortgaging or pledging, as security for money borrowed or bonds, notes,
debentures or other obligations issued by the Corporation, of any property of
the Corporation, real or personal, then owned or thereafter acquired by the
Corporation.

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     7. To authorize the negotiation and execution on behalf of the Corporation
of agreements with officers and other employees of the corporation relating to
the payment of severance compensation to such officers or employees.

     In addition to the powers and authorities herein or by statute expressly
conferred upon it, the Board of Directors may exercise all such powers and do
all such acts and things as may be exercised or done by the Corporation,
subject, nevertheless, to the provisions of the laws of the State of Delaware,
of this Certificate of Incorporation and of the Bylaws of  the Corporation.
Subject to any limitation in the Bylaws, the members of the Board of Directors
shall be entitled to reasonable fees, salaries, or other compensation for their
services, as determined from time to time by the Board of Directors, and to
reimbursement for their expenses as such members. Nothing herein contained shall
preclude any director from serving the Corporation or its subsidiaries or
affiliates in any other capacity and receiving compensation therefor.

     Notwithstanding anything contained in this Certificate of Incorporation to
the contrary, the affirmative vote of the holders of at least 80% of the voting
power of all shares of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, shall be required to
alter, amend, adopt any provision inconsistent with or repeal this Article
SEVENTH.

     EIGHTH:     Both stockholders and directors shall have power, if the Bylaws
so provide, to hold their meetings and to have one or more offices within or
without the State of Delaware.  Except as may otherwise be fixed by resolution
of the Board of Directors pursuant to the provisions of Article FOURTH hereof
relating to the rights of the holders of Preferred Stock, any action required or
permitted to be taken by the stockholders of the Corporation may be effected at
a duly called annual or special meeting of such holders and may not be effected
by any consent in writing by such holders. Except as otherwise required by law
and subject to the rights of the holders of Preferred Stock, special meetings of
stockholders may be called only by the Chairman, if any, on his own initiative,
the President on his own initiative or by the Board of Directors pursuant to a
resolution approved by a majority of the entire Board of Directors.
Notwithstanding anything contained in this Certificate of Incorporation to the
contrary, the affirmative vote of the holders of at least 80% of the voting
power of all shares of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, shall be required to
alter, amend, adopt any provision inconsistent with or repeal
this Article EIGHTH.

     NINTH:     Except as otherwise provided in this Certificate of
Incorporation, the Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

     TENTH:

          (a) A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing

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violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit. If the General Corporation Law of the State of
Delaware, or any other applicable law, is amended to authorize corporation
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the General Corporation Law of the State of
Delaware, or any other applicable law, as so amended. Any repeal or modification
of this Section (a) by the stockholders of the Corporation shall not adversely
affect any right or protection of a director of the Corporation existing at the
time of such repeal or modification.

          (b) (1) Each person who has or is made a party or is threatened to be
made a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she or a person of whom he or she is the legal
representative is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director, officer or employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is an alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the General Corporation Law
of the State of Delaware, or any other applicable law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment), against all expenses, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that except
as provided in paragraph (2) of this Section (b) with respect to proceedings
seeking to enforce rights to indemnification, the Corporation shall indemnify
any such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Section (b) shall be a contract right and
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that if the General Corporation Law of the State of Delaware, or any
other applicable law, requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding shall be made
only upon delivery to the Corporation of an undertaking by or on behalf of such
director or officer to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section (b) or otherwise.

          (2) If a claim under paragraph (1) of this Section (b) is not paid in
full by the Corporation within thirty days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also

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the expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that the
claimant has not met the standard of conduct that makes it permissible under the
General Corporation Law of the State of Delaware, or any other applicable law,
for the Corporation to indemnify the claimant for the amount claimed, but the
burden of proving such defense shall be on the Corporation. Neither the failure
of the Corporation (including its Board of Directors, stockholders or
independent legal counsel) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the General Corporation Law of the State of Delaware, or any other
applicable law, nor an actual determination by the Corporation (including its
Board of Directors, stockholders or independent legal counsel) that the claimant
has not met such applicable standard of conduct, shall be a defense to the
action or create a presumption that the claimant has not met the applicable
standard of conduct.

     (3) The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
Section (b) shall not be exclusive of any other right which any person may have
or hereafter acquire under any statute, provision of this Certificate of
Incorporation, Bylaw, agreement, vote of stockholders or disinterested directors
or otherwise.

     (4) The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the General Corporation Law of the State of Delaware, or any other
applicable law.

     (5) The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification, and rights to be paid by
the Corporation the expenses incurred in defending any proceeding in advance of
its final disposition, to any employee or agent of the Corporation to the
fullest extent of the provisions of this Section (b) with respect to the
indemnification and advancement of expenses of directors and officers of the
Corporation.

     (6) Any repeal or modification of this Section (b) by the stockholders of
the Corporation shall not adversely affect any right or protection of a
director, officer, employee or agent of the Corporation existing at the time of
such repeal or modification.

     ELEVENTH:     In determining whether an "Acquisition Proposal" is in the
best interests of the Corporation and its stockholders, the Board of Directors
shall consider all factors it deems relevant including, without limitation, the
following:

     (a) The consideration being offered in the Acquisition Proposal, not only
in relation to the then current market price, but also in relation to the then
current value of the Corporation in a freely negotiated transaction and in
relation to the Board of Directors' estimate of the future value of the
Corporation as an independent entity; and

     (b) Such other factors the Board of Directors determines to be relevant,
including among others the social, legal and economic effects upon employees,
suppliers, customers and the communities in which the Corporation is located, as
well as on the long term business prospects of the Corporation.

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     "Acquisition Proposal" means any proposal of any person (i) for a tender
offer, exchange offer or any other method of acquiring any equity securities of
the Corporation with a view to acquiring control of the Corporation, (ii) to
merge or consolidate the Corporation with another corporation, or (iii) to
purchase or otherwise acquire all or substantially all of the properties and
assets of the Corporation.

     This Article ELEVENTH shall not be interpreted to create any rights on
behalf of third persons, such as employees,
suppliers, or customers.

     TWELFTH:     The Corporation has elected to be governed by Section 203 of
the General Corporation Law of Delaware.

     THIRTEENTH: The name and mailing address of the incorporator is as follows:

                    NAME                      MAILING ADDRESS
               Deborah M. Connor          Gardner, Carton & Douglas
                                          321 N. Clark Street, Suite 3400
                                          Chicago, Illinois 60610

     THE UNDERSIGNED, being the sole incorporator hereinafter named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, does make this Certificate, hereby declaring and certifying
that this is her act and deed and the facts herein stated are true, and
accordingly has set her hand this 11th day of April 2002.

                                        /s/ DEBORAH M. CONNOR
                                        ---------------------
                                        Deborah M. Connor, Incorporator

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             CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF

                      SERIES A CONVERTIBLE PREFERRED STOCK
                         ($0.001 PAR VALUE PER SHARE) OF

                                  CENTIV, INC.

        (PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW)

     I, William M. Rychel, President of CENTIV, INC. (the "Corporation"), a
corporation organized and existing under and by virtue of the provisions of the
Delaware General Corporation Law, do hereby certify that:

     A. The Certificate of Incorporation (the "Certificate of Incorporation") of
the Corporation authorizes the issuance of up to 5,000,000 shares of preferred
stock, $0.001 par value per share ("Preferred Stock"), in one or more series,
and further authorizes the Board of Directors to provide by resolution for the
issuance of shares of Preferred Stock in one or more series not exceeding the
aggregate number of shares of Preferred Stock authorized by the Certificate of
Incorporation and to determine with respect to each such series, the voting
powers, full or limited, if any, and the designations, preferences and relative,
participating, optional or other rights, if any, and the qualifications,
limitations or restrictions appertaining thereto.

     B. A resolution providing for and in connection with the issuance of the
Preferred Stock was duly adopted by the Board of Directors on April , 2002
pursuant to authority expressly conferred on the Board of Directors by the
provisions of the Certificate of Incorporation as aforesaid, which resolution
provides as follows:

     RESOLVED: that the Board of Directors, pursuant to authority expressly
vested in it by Section B of the ARTICLE FOURTH of the Certificate of
Incorporation (the "Certificate of Incorporation") of Centiv, Inc. (the
"Corporation"), hereby authorizes the issuance of a series of convertible
preferred stock of the Corporation and hereby establishes the voting powers,
designations, preferences and relative, participating, optional and other
rights, and the qualifications, limitations and restrictions appertaining
thereto in addition to those set forth in such Certificate of Incorporation (or
otherwise provided by law) as follows (the following, referred to hereinafter as
"this resolution" or "this Certificate of Designations", is to be filed as part
of a Certificate of Designations under Section 151 of the Delaware General
Corporation Law):

(1) Number and Designation. One million (1,000,000) shares of the Preferred
Stock of the Corporation shall be designated as Series A Convertible Preferred
Stock (the "Series A Preferred Stock").

(2) Liquidation.

     (a) In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the Corporation, the holders of shares of Series
A Preferred Stock then outstanding shall be entitled to be paid out of the
assets of the Corporation available for distribution to its shareholders an
amount in cash equal to $10.00 (as adjusted for any stock dividends,
combinations or splits with respect to such shares after the filing date hereof)
for each share outstanding, plus an amount in cash equal to all accrued but
unpaid dividends thereon to the date fixed for liquidation, dissolution or
winding up (the "Series A Liquidation Amount") before any payment shall be made

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or any assets distributed to the holders of Corporation's Class A common stock,
$.001 par value ("Common Stock"). If the assets of the Corporation, or the
proceeds thereof, are not sufficient to pay in full the liquidation payments
payable to the holders of outstanding shares of the Series A Preferred Stock,
then the holders of all such shares shall share ratably in such distribution of
assets, or the proceeds thereof, in accordance with the amount which would have
been payable on such distribution if the amounts to which the holders of
outstanding shares of Series A Preferred Stock are entitled were paid in full.

     (b) For the purposes of this paragraph (2), the sale, conveyance, exchange
or transfer (for cash, shares of stock, securities or other consideration) of
all or substantially all the property or assets of the Corporation or the
consolidation or merger of the Corporation with or into one or more other
corporations pursuant to which the shareholders of the Corporation immediately
prior to such consolidation or merger own less than 50% of the voting securities
of the surviving corporation immediately following such consolidation or merger
shall be deemed to be a liquidation, dissolution or winding up of the
Corporation, voluntary or involuntary.

(3) Dividends.

     (a) From and after April 1, 2003, the holders of the then outstanding
Series A Preferred Stock shall be entitled to receive, when and as declared by
the Board of Directors, and out of any funds legally available therefor,
cumulative dividends at the annual rate of $0.80 per share (as adjusted for any
stock dividends, combinations or splits with respect to such shares after the
filing date hereof). Dividends on the Series A Preferred Stock shall accumulate
and accrue quarterly, beginning on April 1, 2003 and on the first day of each
calendar quarter occurring thereafter, whether or not earned or declared.
Dividends accruing on each share of Series A Preferred Stock shall be added to
the Series A Liquidation Amount as they accrue and will remain a part thereof
until such dividends are paid as provided herein.

     (b) The holders of shares of Series A Preferred Stock shall be entitled to
receive on an as-converted basis, when, as and if declared by the Board of
Directors, out of funds legally available for the payment of dividends, to the
extent as, on the same basis as, at the same rate as, and contemporaneously
with, cash dividends when, as and if declared by the Board of Directors with
respect to shares of any Common Stock; provided, however, that no such dividends
shall be paid unless and until such time as all Series A Dividends have been
paid in cash to the holders of Series A Preferred Stock as provided in paragraph
3(a).

     (c) So long as any shares of Series A Preferred Stock are outstanding, no
shares of Common Stock shall be purchased, redeemed or acquired by the
Corporation or any subsidiary thereof and no monies shall be paid into or set
aside or made available for a sinking fund for the purchase, redemption or
acquisition thereof; provided, however, that this restriction shall not apply to
the purchase of shares of Common Stock from directors or employees of or
consultants or advisers to the Corporation or any subsidiary pursuant to
agreements under which the Corporation has the option to repurchase such shares
at cost upon the occurrence of certain events, including, without limitation,
the termination of employment by or service to the Corporation or any
subsidiary.

(4) Conversion.

     (a) Each share of Series A Preferred Stock shall be convertible into shares
of Common Stock in accordance with the provisions of this Section 4. Conversion
shall occur: (i) at the option of the holder at any time after the date of

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issuance of such share at the office of the Corporation or any transfer agent
for such stock, or (ii) automatically in the circumstances described in
paragraph 4(b). In the event of such a conversion, the applicable shares of
Series A Preferred Stock shall convert into such number of fully paid and
non-assessable shares (calculated as to each conversion to the nearest 1/100th
of a share) of Common Stock as is determined by dividing the Series A
Liquidation Amount by the Conversion Price (as defined below) on the date the
certificate is surrendered for conversion in the event of a conversion
under clause (i) above or on the date of automatic conversion in the event of a
conversion under clause (ii) above. The price at which shares of Common Stock
shall be deliverable upon conversion of shares of Series A Preferred Stock
(the "Conversion Price") shall initially be $1.00 per share of Common Stock.

     Accordingly, each one (1) share of Series A Preferred Stock shall initially
be convertible into ten (10) shares of Common Stock. The initial Conversion
Price shall be adjusted as hereinafter provided.

     (b) Notwithstanding anything to the contrary herein, each outstanding share
of Series A Preferred stock shall automatically convert upon the occurrence of
either: (i) a Conversion Milestone (defined below), or (ii) written consent of
holders of 66 2/3 % of the outstanding shares of Series A Preferred Stock to
convert the outstanding shares of Series A Preferred Stock into Common Stock;
provided, however, that an automatic conversion shall only occur if a
registration statement under the Securities Act of 1933, as amended, covering
the resale of the shares of Common Stock issuable upon conversion of the Series
A Preferred Stock is then effective with the Securities and Exchange Commission.
"Conversion Milestone" shall mean either (a) the Corporation's revenues for the
Centiv Business (defined below) exceed $5 million for any two consecutive
quarters in accordance with generally accepted accounting principles
consistently applied, as such principles are applied by the Corporation on March
28, 2002 ("GAAP"), or (b) the Corporation's revenues for the Centiv Business
exceed $20 million for the 12-month period ending March 31, 2003 in accordance
with GAAP. The "Centiv Business" is the Corporation's division which offers
digital merchandising services utilizing both Internet-based services and
turnkey systems to retail and manufacturing customers who wish to produce
high-resolution, full color posters, banners and other custom point-of-purchase
signage.

     (c) Before any holder of Series A Preferred Stock shall be entitled to
receive a certificate or certificates for shares of Common Stock upon
conversion, such holder shall surrender the certificate or certificates for the
holder's shares of Series A Preferred Stock, duly endorsed, at the office of the
Corporation or of any transfer agent for such stock, and, unless such conversion
is automatic pursuant to clause (b) above, shall give written notice to the
Corporation at such office that such holder elects to convert the same and shall
state therein the name or names in which such holder wishes the certificate or
certificates for shares of Common Stock to be issued. The Corporation shall, as
soon as practicable thereafter, issue and deliver at such office to such holder
of Series A Preferred Stock, a certificate or certificates for the number of
shares of Common Stock to which such holder shall be entitled as aforesaid. Such
conversion shall be deemed to have been made (i) in the case such conversion is
automatic pursuant to clause (b) above, upon the date that the Corporation
provides a notice to the holders of Series A Preferred Stock certifying that the
conditions for automatic conversion have been satisfied (which must, in the case
of a conversion as a result of the achievement of a Conversion Milestone,
include a certificate signed by the Corporation's independent auditors
certifying the achievement of such Conversion Milestone), and (ii) in all other
cases, immediately prior to the close of business on the date of surrender of
the shares of Series A Preferred Stock to be converted (in either case, the
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"Conversion Date"), and the person or persons entitled to receive the shares of
Common Stock issuable upon such conversion shall be treated for all purposes as
the record holder or record holders of such shares of Common Stock on such date.

     (d) All shares of Series A Preferred Stock which have been converted as
herein provided shall no longer be deemed to be outstanding and all rights with
respect to such shares, including the rights, if any, to receive notices and to
vote, shall forthwith cease and terminate, except only the right of the holders
thereof, subject to the provisions of clause (c) of this paragraph (4), to
receive shares of Common Stock in exchange therefor.

     (e) (i) For the purposes of this clause (e), the following definitions
shall apply:

          (A) "Options" shall mean rights, options or warrants to subscribe for,
     purchase or otherwise acquire either Additional Shares of Common Stock or
     Convertible Securities (as defined below);

          (B) "Original Issue Date" shall mean the date on which a share of
     Series A Preferred Stock was first issued;

          (C) "Convertible Securities" shall mean any evidences of indebtedness,
     shares (other than Common Stock) or other securities convertible into or
     exchangeable for Additional Shares of Common Stock; and

          (D) "Additional Shares of Common Stock" shall mean all shares of
     Common Stock issued (or, pursuant to clause (e)(iii) hereof, deemed to be
     issued) by the Corporation after the Original Issue Date, other than shares
     of Common Stock issued or issuable:

               (I) upon conversion of shares of Series A Preferred Stock;

               (II) to officers, directors or employees of, or consultants to,
          the Corporation pursuant to stock option or stock purchase plans or
          agreements on terms approved by the Board of Directors of the
          Corporation;

               (III) as a dividend or distribution on shares of the Series A
          Preferred Stock;

               (IV) for which adjustment of the Conversion Price is made
          pursuant to clause (j) or (k) of this paragraph (4);

               (V) in connection with collaborations, joint ventures or other
          forms of association, provided that the principal purpose of such
          relationship is not financing the Corporation's business; or

               (VI) in connection with obtaining bank or lease financing.

     (ii) Any provision herein to the contrary notwithstanding, no adjustment in
the Conversion Price shall be made in respect of the issuance of Additional
Shares of Common Stock unless the consideration per share (determined pursuant
to subclause (e)(v) hereof) for an Additional Share of Common Stock issued or
deemed to be issued by the Corporation is less than the Conversion Price in
effect on the date of, and immediately prior to, such issue.

<PAGE>
     (iii) In the event the Corporation at any time or from time to time after
the Original Issue Date shall issue any Options or Convertible Securities or
shall fix a record date for the determination of holders of any class of
securities then entitled to receive any such Options or Convertible Securities,
then the maximum number of shares (as set forth in the instrument relating
thereto without regard to any provisions contained therein designed to protect
against dilution) of Common Stock issuable upon the exercise of such Options or,
in the case of Convertible Securities and Options therefor, the conversion or
exchange of such Convertible Securities, shall be deemed to be Additional Shares
of Common Stock issued as of the time of such issue or, in case such a record
date shall have been fixed, as of the close of business on such record date;
provided, that in any such case in which Additional Shares of Common Stock are
deemed to be issued:

     (1) no further adjustments in the Conversion Price shall be made upon the
subsequent issue of Convertible Securities or shares of Common Stock upon the
exercise of such Options or conversion or exchange of such Convertible
Securities;

     (2) if such Options or Convertible Securities by their terms provide, with
the passage of time or otherwise, for any increase or decrease in the
consideration payable to the Corporation, or decrease or increase in the number
of shares of Common Stock issuable, upon the exercise, conversion or exchange
thereof, the Conversion Price computed upon the original issue thereof (or upon
the occurrence of a record date with respect thereto), and any subsequent
adjustments based thereon, shall, upon any such increase or decrease becoming
effective, be recomputed to reflect such increase or decrease insofar as it
affects such Options or the rights of conversion or exchange under such
Convertible Securities (provided, however, that no such adjustment of the
Conversion Price shall affect Common Stock previously issued upon conversion of
the Series A Preferred Stock);

     (3) upon the expiration of any such Options or any rights of conversion or
exchange under such Convertible Securities which shall not have been exercised,
the Conversion Price computed upon the original issue thereof (or upon the
occurrence of a record date with respect thereto), and any subsequent
adjustments based thereon, shall, upon such expiration, be recomputed as if:

               (A) in the case of Convertible Securities or Options for Common
          Stock the only Additional Shares of Common Stock issued were the
          shares of Common Stock, if any, actually issued upon the exercise of
          such Options or the conversion or exchange of such Convertible
          Securities and the consideration received therefor was the
          consideration actually received by the Corporation for the issue of
          all such Options, whether or not exercised, plus the consideration
          actually received by the Corporation upon such exercise, or for the
          issue of all such Convertible Securities which were actually converted
          or exchanged, plus the additional consideration, if any, actually
          received by the Corporation upon such conversion or exchange; and

               (B) in the case of Options for Convertible Securities only the
          Convertible Securities, if any, actually issued upon the exercise
          thereof were issued at the time of issue of such Options, and the
          consideration received by the Corporation for the Additional Shares of
          Common Stock deemed to have been then issued was the consideration
          actually received by the Corporation for the issue of all such

<PAGE>
          Options, whether or not exercised, plus the consideration deemed to
          have been received by the Corporation upon the issue of the
          Convertible Securities with respect to which such Options were
          actually exercised;

     (4) no readjustment pursuant to clause (2) or (3) above shall have the
effect of increasing the Conversion Price to an amount which exceeds the lower
of (a) the Conversion Price on the original adjustment date (before adjustment)
and (b) the Conversion Price that would have resulted from any issuance of
Additional Shares of Common Stock between the original adjustment date and such
readjustment date; (5) in the case of any Options which expire by their terms
not more than 30 days after the date of issue thereof, no adjustments of the
Conversion Price shall be made until the expiration or exercise of all such
Options, whereupon such adjustment shall be made in the same manner provided in
clause (3) above.

     (iv) In the event this Corporation, at any time after the Original Issue
Date, shall issue Additional Shares of Common Stock (including Additional Shares
of Common Stock deemed to be issued pursuant to subclause (e)(iii) hereof) for a
consideration per share less than the Conversion Price in effect on the date of
and immediately prior to such issue, then and in such event, the Conversion
Price shall be reduced, concurrently with such issue, to a price calculated in
accordance with one of the following two methods, whichever is applicable:

     (1) in the event the Corporation has received $3,500,000 or more from the
sale and issuance of Series A Preferred Stock prior to date of issuance of such
Additional Shares of Common Stock, the Conversion Price shall be reduced to the
price equal to the consideration per share at which such Additional Shares of
Common Stock are issued or Seemed to be issued, and the resulting Conversion
Price shall thereafter be subject to further adjustment from time to time
pursuant to this subclause (e)(iv).

     (2) in the event the Corporation has received less than $3,500,000 from the
sale and issuance of Series A Preferred Stock prior to date of issuance of such
Additional Shares of Common Stock, the Conversion Price shall be reduced to a
price (calculated to the nearest cent) determined by multiplying the Conversion
Price by a fraction, the numerator of which shall be the number of shares of
Common Stock outstanding immediately prior to such issue plus the number of
shares of Common Stock which the aggregate consideration received by the
Corporation for the total number of Additional Shares of Common Stock so issued
would purchase at such Conversion Price in effect immediately prior to such
issuance, and the denominator of which shall be the number of shares of Common
Stock outstanding immediately prior to such issue plus the number of such
Additional Shares of Common Stock so issued. For the purpose of this
calculation, the number of shares of Common Stock outstanding immediately prior
to such issue shall be calculated as if (1) all outstanding shares of Preferred
Stock and all other outstanding evidences of indebtedness, shares or other
securities convertible into or exchangeable for Common Stock had been fully
converted into or exchanged for shares of Common Stock immediately prior to such
issuance, and (2) all outstanding rights, options or warrants to subscribe for,
purchase or otherwise acquire Common Stock (or to acquire evidences of
indebtedness, shares or other securities convertible into or exchangeable for
Common Stock) had been fully exercised (and had been fully converted and
exchanged if, upon such exercise, evidences of indebtedness, shares or other
securities convertible into or exchangeable for Common Stock would be issued)
immediately prior to such issuance, but not including in such calculation any
additional shares of Common Stock issuable (A) upon exercise of warrants issued
in connection with the Corporation's initial public offering, or (B) upon
conversion of shares of Preferred Stock issuable upon exercise of outstanding
warrants to purchase Preferred Stock, or (C) with respect to shares of Preferred

<PAGE>
Stock, other evidences of indebtedness, shares or other securities convertible
into or exchangeable for Common Stock or rights, options or warrants to
subscribe for, purchase or otherwise acquire Common Stock solely as a result of
the adjustment of the respective Conversion Prices (or other conversion ratios
or exercise prices) resulting from the issuance of Additional Shares of Common
Stock causing such adjustment, and the resulting Conversion Price shall
thereafter be subject to further adjustment from time to time pursuant to this
subclause (e)(iv).

     (v) For purposes of this clause (e), the consideration received by the
Corporation for the issue of any Additional Shares of Common Stock shall be
computed as follows:

          (1) If such consideration consists of cash and property, such
consideration shall:

               (A) insofar as it consists of cash, be computed at the aggregate
          amount of cash received by the Corporation excluding amounts paid or
          payable for accrued interest or accrued dividends;

               (B) insofar as it consists of property other than cash, be
          computed at the fair value thereof at the time of such issue, as
          determined in good faith by the Board of Directors; and

               (C) in the event Additional Shares of Common Stock are issued
          together with other shares or securities or other assets of the
          Corporation for consideration which covers both, be the proportion of
          such consideration so received, computed as provided in clauses (A)
          and (B) above, as determined in good faith by the Board of Directors.

     (2) If such consideration consists of Options and Convertible Securities,
the consideration per share received by the Corporation for Additional Shares of
Common Stock deemed to have been issued pursuant to subclause (e)(iii), relating
to Options and Convertible Securities, shall be determined by dividing:

               (A) the total amount, if any, received or receivable by the
          Corporation as consideration for the issue of such Options or
          Convertible Securities, plus the minimum aggregate amount of
          additional consideration (as set forth in the instruments relating
          thereto, without regard to any provision contained therein designed to
          protect against dilution) payable to the Corporation upon the exercise
          of such Options or the conversion or exchange of such Convertible
          Securities, or in the case of Options for Convertible Securities, the
          exercise of such Options for Convertible Securities and the conversion
          or exchange of such Convertible Securities, by

               (B) the maximum number of shares of Common Stock (as set forth in
          the instruments relating thereto, without regard to any provision
          contained therein designed to protect against the dilution) issuable
          upon the exercise of such Options or conversion or exchange of such
          Convertible Securities.

     (f) In case:
          (i) the Corporation shall declare a dividend (or any other
     distribution) on Common Stock payable otherwise than in cash out of its
     retained earnings; or

<PAGE>
          (ii) the Corporation shall authorize the granting to the holders of
     Common Stock of rights or warrants to subscribe for or purchase any shares
     of capital stock of any class or of any other rights; or

          (iii) of any reclassification of the Common Stock (other than a
     subdivision, split or combination of its outstanding shares of Common
     Stock), or of any consolidation or merger to which the Corporation is a
     party and for which approval of any shareholders of the Corporation is
     required, or of the sale or transfer of all or substantially all of the
     assets of the Corporation; or

          (iv) of the voluntary or involuntary dissolution, liquidation or
     winding up of the Corporation (or any transaction deemed to be a
     liquidation, dissolution or winding up of the Corporation pursuant to
     paragraph 2(b)); then the Corporation shall cause to be mailed to each
     holder of shares of Series A Preferred Stock at its address as shown on the
     books of the Corporation, at least 30 days (or 20 days in any case
     specified in clause (i) or (ii) above) prior to the applicable record or
     effective date hereinafter specified, a notice stating (x) the date on
     which a record is to be taken for the purpose of such dividend,
     distribution, rights or warrants, or, if a record is not to be taken, the
     date as of which the holders of Common Stock of record to be entitled to
     such dividend, distribution, rights or warrants are to be determined, or
     (y) the date on which such reclassification, liquidation or winding up is
     expected to become effective, and the date as of which it is expected that
     holders of Common Stock of record shall be entitled to exchange their
     shares of Common Stock for securities, cash or other property deliverable
     upon such reclassification, consolidation, merger, sale, transfer,
     dissolution, liquidation or winding up.

     (g) For the purposes of this paragraph (4), the term "Common Stock" shall
mean (i) the class of stock designated as the Common Stock of the Corporation on
the date of this Certificate of Designations, and (ii) any other class of common
stock, including any class resulting from successive changes or
reclassifications of such Common Stock consisting solely of changes in par value
or from no par value to par value or from par value to no par value.

     (h) No fractional share of Common Stock, or scrip representing a fractional
share, shall be issuable upon the conversion of any Series A Preferred Stock. If
a certificate or certificates representing more than one share of Series A
Preferred Stock shall be surrendered for conversion at one time by the same
holder, the number of full shares of Common Stock issuable upon conversion
thereof shall be computed on the basis of the aggregate number of shares
represented by certificates so surrendered. If any fractional interest in a
share of Common Stock would be deliverable upon the conversion of any shares of
Series A Preferred Stock, the Corporation shall pay, in lieu thereof, in cash
the Conversion Price thereof as of the business day immediately preceding the
date of such conversion.

     (i) Such number of shares of Common Stock as may from time to time be
required for such purpose shall be reserved for issuance upon conversion of
outstanding shares of Series A Preferred Stock.

     (j) If the Corporation shall at any time or from time to time effect a
subdivision or stock split of the outstanding Common Stock, the Conversion Price
of the Series A Preferred Stock then in effect immediately before that
subdivision or stock split shall be proportionately decreased. If the
Corporation shall at any time or from time to time combine the outstanding
shares of Common Stock, the Conversion Price of the Series A Preferred Stock
then in effect immediately before the combination shall be proportionately
increased. Any adjustment under this paragraph shall become effective at the
close of business on the date the subdivision, stock split or combination, as
the case may be, becomes effective.

<PAGE>
     (k) In the event the Corporation at any time or from time to time shall
make or issue, or fix a record date for the determination of holders of Common
Stock entitled to receive, a dividend or other distribution payable in
additional shares of Common Stock, then and in each such event the Conversion
Price of the Series A Preferred Stock then in effect shall be decreased as of
the time of such issuance or, in the event such a record date shall have been
fixed, as of the close of business on such record date, by multiplying the
Conversion Price of the Series A   Preferred Stock then in effect by a fraction:

          (1) the denominator of which shall be the sum of the total number of
     shares of Common Stock issued and outstanding immediately prior to the time
     of such issuance or the close of business on such record date, plus the
     number of shares of Common Stock issuable in payment of such dividend or
     distribution, and

          (2) the numerator of which shall be the total number of shares of
     Common Stock issued and outstanding immediately prior to the time of such
     issuance or the close of business on such record date;

provided, however, if such record date shall have been fixed and such dividend
is not fully paid or if such distribution is not fully made on the date fixed
therefor, the Conversion Price of Series A Preferred Stock shall be recomputed
accordingly as of the close of business on such record date and thereafter the
Conversion Price of Series A Preferred Stock shall be adjusted pursuant to this
paragraph as of the time of actual payment or issuance of such dividends or
distributions.

     (l) In the event the Corporation at any time or from time to time shall
make or issue, or fix a record date for the determination of holders of Common
Stock entitled to receive, a dividend or other distribution payable in
securities of the Corporation other than shares of Common Stock, then and in
each such event provision shall be made so that the holders of Series A
Preferred Stock shall receive upon conversion thereof in addition to the number
of shares of Common Stock receivable thereupon, the amount of such other
securities of the Corporation that they would have received had their Series A
Preferred Stock been converted into Common Stock on the date, or the record
date, of such event and had thereafter, during the period from the date of such
event to and including the Conversion Date, retained such securities receivable
by them as aforesaid during such period, all subject to further adjustment as
provided herein during such period.

     (m) If the Common Stock issuable upon the conversion of the Series A
Preferred Stock shall be changed into the same or a different number of shares
of any class or classes of stock, whether by capital reorganization,
reclassification, exchange, substitution or otherwise, then and in each such
event the holder of each such share of Series A Preferred Stock shall have the
right thereafter to convert such share into the kind and amount of shares of
stock and other securities and property receivable upon such reorganization,
reclassification, exchange, substitution or  other change, by holders of the
number of shares of Common Stock into which such shares of Series A Preferred
Stock might have been converted immediately prior to such reorganization,
reclassification, exchange, substitution or other change, all subject to further
adjustment as provided herein.

(5) Redemption.

     (a) The Corporation shall have the option to redeem all or any portion of
the outstanding shares of Series A Preferred Stock on March 27, 2006 (the
"Optional Redemption Date") at a price per share equal to the Series A
Liquidation Amount on the date of redemption ("Redemption Price"). If the

<PAGE>
Optional Redemption Date is a Saturday, Sunday or legal holiday, then such
redemption shall occur on the first business day thereafter.

     (b) Not less than 30 nor more than 60 days prior to the Optional Redemption
Date, the Corporation shall give written notice by first class mail, postage
prepaid, to each holder of record (at the close of business on the business day
next preceding the day on which notice is given) of the Series A Preferred
Stock, at the address of such holder last shown on the records of the
Corporation, notifying such holder whether or not the Corporation had elected to
effect a redemption of all or any portion of the outstanding shares of Series A
Preferred Stock and, if so, the aggregate number of shares to be redeemed, the
place at which payment may be obtained and calling upon such holder to surrender
to the Corporation in the manner and at the place designated, its certificate or
certificates representing the shares of Series A Preferred Stock to be redeemed
on such Optional Redemption Date (the "Redemption Notice"). On or after the
Optional Redemption Date, each holder of Series A Preferred Stock shall
surrender to the Corporation the certificate or certificates representing such
shares that are subject to redemption, in the manner and at the place designated
in the Redemption Notice, and thereupon the Redemption Price of such shares
shall be payable to the order of the person whose name appears on such
certificate or certificates as the owner thereof and each surrendered
certificate shall be canceled. Any redemption of less than all of the shares of
Series A Preferred Stock outstanding shall be effected ratably among the holders
of such shares based upon the aggregate Redemption Price of such shares held by
each such holder.

     (c) From and after the Optional Redemption Date, unless there shall have
been a default in the timely payment of the Redemption Price, all rights of the
holders of shares of Series A Preferred Stock designated for redemption in the
Redemption Notice (except the right to receive the applicable Redemption Price,
upon surrender of their certificate or certificates) and redeemed on such
Optional Redemption Date shall cease with respect to such shares, and such
shares
shall not thereafter be transferred on the books of the Corporation or be deemed
to be utstanding for any purpose whatsoever. Shares of Series A Preferred Stock
not redeemed shall remain outstanding and entitled to all the rights and
preferences provided herein.

     (d) Any shares of Series A Preferred Stock that are redeemed or otherwise
acquired by the Corporation will be canceled and will not be reissued, sold or
transferred. If fewer than the total number of shares of Series A Preferred
Stock represented by any certificate are redeemed, a new certificate
representing the number of unredeemed shares of Series A Preferred Stock will be
issued to the holder thereof without cost to such holder within a reasonable
time after surrender of the certificate representing the redeemed shares.

     (e) Neither the Corporation nor any subsidiary thereof will redeem,
purchase or otherwise acquire any shares of Series A Preferred Stock except as
expressly authorized herein or pursuant to a purchase offer made pro-rata to all
holders of shares of Series A Preferred Stock on the basis of the aggregate
Series A Liquidation Amount of such shares of Series A Preferred Stock owned by
each such holder.

     (f) In the event the Corporation does not redeem all shares of Series A
Preferred Stock outstanding on the Optional Redemption Date (a "Redemption
By-Pass"), the holders of the Series A Preferred shall have the right to elect a
majority of the Board of Directors of the Corporation pursuant to paragraph
6(c).

(6) Voting.
<PAGE>
     (a) The holders of shares of Series A Preferred Stock shall be entitled to
vote with the holders of the Common Stock on all matters submitted to a vote of
shareholders of the Corporation, except as otherwise provided herein or in the
Delaware General Corporation Law. Each holder of shares of Series A Preferred
Stock shall be entitled to the number of votes equal to the largest number of
full shares of Common Stock into which all shares of Series A Preferred Stock
held of record by such holder could then be converted pursuant to paragraph 4 at
the record date for the determination of the shareholders entitled to vote on
such matters or, if no such record date is established, at the date such vote is
taken or any written consent of shareholders is first executed; provided,
however, that no holder of Series A Preferred Stock hall be entitled to any
additional votes as a result of any reduction to the Conversion Price pursuant
to paragraph 4(e)(iv) hereof. The holders of shares of Series A Preferred Stock
shall be entitled to notice of any shareholders' meeting in accordance with the
Bylaws of the Corporation. (b) So long as at least 25,000 shares of Series A
Preferred Stock remain outstanding (as adjusted or any stock dividends,
combinations or splits with respect to such shares after the filing date
hereof), the holders of Series A Preferred Stock voting as a class shall be
entitled to elect one director. The remaining directors shall be elected by the
holders of the Common Stock and Series A Preferred Stock voting together as a
single class, with the Series A Preferred Stock voting on an as-if converted to
Common Stock basis.

     (c) In the event of a Redemption By-Pass, the holders of Series A Preferred
Stock shall be entitled to elect the smallest number of directors that shall
constitute a majority of the authorized number of directors of the Corporation
(including for these purposes any director elected by the Series A Preferred
Stock pursuant to paragraph (b)), and the remaining directors shall be elected
by vote of all the shareholders of the Corporation, with the Series A Preferred
Stock voting on an as-if converted to Common Stock basis. Whenever under the
provisions of this paragraph (c) the right shall have accrued to the holders of
Series A Preferred Stock to elect a majority of the Corporation's directors,
upon delivery to the Corporation of a written consent of holders of a majority
of the voting power of the Series A Preferred Stock designating their nominees
to the Board, the authorized number of directors shall automatically without any
further action be increased to a number equal to two times the previously
authorized number of directors (less any directors then in office elected by the
holders of Series A Preferred Stock pursuant to paragraph (b)) plus one, and the
directors so elected in the written consent shall effective immediately fill the
vacancies created by the creation of such new board seats. Notwithstanding the
foregoing, all directors elected as a result of the rights of the holders of
Series A Preferred Stock to elect directors as set forth herein shall recuse
themselves from (i) any vote to redeem all or a portion of the Series A
Preferred Stock pursuant to paragraph (5) hereof, regardless of when such vote
is taken, and (ii) any vote to amend the provisions of this sentence.

     (d) In the case of any vacancy in the office of a director elected by a
specified group of shareholders, a successor shall be elected to hold office for
the unexpired term of such director by the affirmative vote of a majority of the
shares of such specified group given at a special meeting of such shareholders
duly called or by an action by written consent for that purpose; provided,
however, that in the event of a vacancy in the office of a director elected by
the holders of Series A Preferred Stock pursuant to paragraph (c), such vacancy
may be filled by the vote of a majority of the other directors then in office
elected by the holders of the Series A Preferred Stock. Subject to the
applicable provisions of the Delaware General Corporation Law and the special
removal rights set forth in paragraph (c) above, any director who shall have
been elected by a specified group of shareholders may be removed during the
aforesaid term of office, either for or without cause, by, and only by, the
affirmative vote of the holders of a majority of the shares of such specified
group, given at a special meeting of such shareholders duly called or by an
action by written consent for that purpose, and any such vacancy thereby created
may, be filled by the vote of the holders of a majority of the shares of such
specified group represented at such meeting or in such consent.

<PAGE>

     (e) Without the affirmative vote or written consent of the holders of at
least 66 2/3% of the  outstanding shares of Series A Preferred Stock, voting as
a separate class, the Corporation shall not:

     (i) authorize or issue, or obligate itself to issue, any other capital
stock ranking senior to or on a parity with the Series A Preferred Stock as to
dividend or redemption rights, liquidation preferences, conversion rights,
voting rights or otherwise; or

     (ii) amend this Certificate of Designation or otherwise take any action in
a manner that would materially alter or change any of the powers, preferences,
privileges or rights of the Series A Preferred Stock.

                [THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]







<PAGE>

     IN WITNESS WHEREOF, Centiv, Inc. has caused this Certificate of
Designations to be signed by its duly authorized President this 21st day of May
2002.


                                        CENTIV, INC.
                                        By: /s/ WILLIAM M. RYCHEL
                                            ---------------------
                                            William M. Rychel, President

<PAGE>