CERTIFICATE OF DESIGNATIONS OF
                         POWERS, PREFERENCES AND RIGHTS
                                       OF
                            SERIES B PREFERRED STOCK
                                       OF
                                 OPTICNET, INC.


                       (Pursuant to Section 151(g) of the
                        Delaware General Corporation Law)

         The undersigned officers of OpticNet, Inc., a Delaware corporation (the
"Corporation"), hereby certify that the following resolution was duly adopted at
a meeting of the Board of Directors of the Corporation:

         "RESOLVED,  that  pursuant to the  authority  expressly  granted to and
vested in the Board of Directors of the  Corporation  by the  provisions  of the
Amended and  Restated  Certificate  of  Incorporation  of the  Corporation  (the
"Certificate of Incorporation"),  there is hereby created, out of the 20,000,000
authorized and unissued  shares of the Preferred Stock of the  Corporation,  par
value $0.0001 per share (the "Preferred  Stock"), as provided for in Article IV,
Sections 3 and 4 of the  Certificate  of  Incorporation,  the Series B Preferred
Stock of the  Corporation  consisting of 18,146,420  shares,  which series shall
have   the   following   powers,   designations,   preferences   and   relative,
participating,  optional and other  rights,  and the  following  qualifications,
limitations and restrictions:

Section 1.  Designation of Amount.  The shares of Preferred Stock created hereby
shall be  designated  the  "Series B Preferred  Stock" (the  "Series B Preferred
Stock") and the authorized  number of shares  constituting  such series shall be
18,146,420. The original issuance price of the Series B Preferred Stock shall be
$.10 per share. (the "Original Issuance Price").

Section 2.  Dividends.

       (a)  Amount  of  Annual  Dividends.  Each  holder  of  shares of Series B
Preferred  Stock will be entitled to receive  dividends  on each such share (the
"Series B  Dividend"),  at the rate of 6.0% per annum  computed on the  Original
Issuance Price (the "Dividend  Rate"),  if, as and when declared by the Board of
Directors of the Corporation,  out of funds legally available for the payment of
dividends.  The Series B Dividend shall commence  accruing  January 1, 2003, and
the first  annual  dividend  shall be payable  on  January  1,  2004.  Dividends
thereafter  shall be  payable  annually  on January  1st each year (a  "Dividend
Payment Date") and shall end on and include the day  immediately  preceding such
date ("Annual  Dividend  Period").  Each such  dividend  shall be payable to the
holder or holders of record of the Series B Preferred Stock as they shall appear
on the stock register of the  Corporation as of a record date fixed by the Board
of Directors  of the  Corporation  (or any  committee  thereof) for  determining
holders  entitled to receive the Series B Dividend  as of the  Dividend  Payment
Date,  any such  record  date  not to  exceed  60 days  nor  less  than ten days
preceding such Dividend Payment Date.

       If , on any Dividend  Payment Date, the holders of the Series B Preferred
Stock shall not have  received the full  dividends  provided for in this Section
2(a) in cash, then such dividends

<PAGE>

shall cumulate,  whether or not declared,  with an additional  dividend  payable
thereon at the  Dividend  Rate for each  succeeding  Annual  Dividend  Period or
portion  thereof  during  which such  dividends  shall remain  unpaid.  No right
accrues  to a holder  of  Series B  Preferred  Stock by  reason of the fact that
dividends on such shares are not declared or paid in any prior period except for
the  right to have  such  dividends  cumulate  as  provided  in the  immediately
preceding sentence.

       (b)  Accrual of  Dividends.  The amount of any  dividends  accrued on any
share of the Series B  Preferred  Stock on any  Dividend  Payment  Date shall be
deemed to be the  amount of any unpaid  dividends  accumulated  thereon,  to and
including  such Dividend  Payment Date,  whether or not declared.  The amount of
dividends accrued on any share of the Series B Preferred Stock on any date other
than a Dividend  Payment Date shall be deemed to be the sum of (i) the amount of
any unpaid dividends  accumulated  thereon,  determined as of the last preceding
Dividend  Payment Date,  plus (ii) an amount  determined by multiplying  (A) the
Original Issuance Price by (B) the result (the  "Multiplier") of multiplying the
Dividend Rate by a fraction,  the numerator of which shall be the number of days
from the last preceding  Dividend  Payment Date,  from and including the date on
which such  calculation is made, and the denominator of which shall be 365, plus
(iii) an amount  determined  by  multiplying  the amount set forth in clause (i)
above by the Multiplier.

       (c) Priority of Dividend  Payment.  No dividend shall be paid or declared
on any share of Common Stock or any shares of any series of  Preferred  Stock of
the  Corporation,  unless  all  dividends  owing  to such  date on the  Series B
Preferred  Stock  shall be  simultaneously  declared  and  paid as set  forth in
paragraph  (a) above on each share of Series B  Preferred  Stock.  For  purposes
hereof,  the term  "dividends"  shall include any pro rata  distribution  by the
Corporation  of cash,  property,  securities  (including,  but not  limited  to,
rights,  warrants or options) or other  property or assets to the holders of the
Common Stock or Preferred Stock,  including any repurchase,  redemption or other
acquisition  for value of any shares of the Common Stock or  Preferred  Stock by
the  Corporation,  other  than (ii) a  distribution  upon a  Liquidation  of the
Corporation in accordance  with Section 4 hereof;  (iii)  acquisitions of Common
Stock by the Corporation  pursuant to agreements which permit the Corporation to
repurchase  such shares upon  termination  of  services  to the  Corporation  or
otherwise;  (iii) the  conversion  of any shares of  nonvoting  common  stock or
Series A Preferred  Stock into shares of the  Corporation's  voting common stock
and  (iv)  the  repurchase  of any  outstanding  securities  of the  Corporation
approved by the Corporation's Board of Directors.

         In  the  event  any  dividends  are  declared  or  paid  or  any  other
distribution  is made on or with  respect to the  Common  Stock or any series of
Preferred Stock, the holder or holders of the Series B Preferred Stock as of the
record  date  established  by the  Board  of  Directors  for  such  dividend  or
distribution  on the Common  Stock or any  series of  Preferred  Stock  shall be
entitled to receive, in addition to all Series B Dividends owing to such date as
provided  above,  such dividend per share in the form of cash or other  property
equal  to the  value  per  share  (and in the  same  form)  of the  dividend  or
distribution  per share that the Common Stock or series of Preferred Stock shall
receive,  such  dividends to be payable on the same payment date  established by
the Board of Directors for the payment of such dividend or  distribution  on the
Common  Stock or series  of  Preferred  Stock;  provided,  however,  that if the
Corporation  declares or pays a dividend or makes a  distribution  on the Common
Stock or any series of Preferred Stock


                                      -2-

<PAGE>

consisting in whole or in part of voting securities, then no such dividend shall
be payable in respect of the Series B Preferred  Stock on account of the portion
of such dividend or  distribution on the Common Stock or any series of Preferred
Stock  payable  in  voting  securities.  The  record  date  for any  permissable
dividends  shall be the record date for the applicable  dividend or distribution
on the Common Stock or series of Preferred  Stock,  and any such dividends shall
be payable to the person or persons in whose name the Series B  Preferred  Stock
is registered at the close of business on the applicable record date.

Section 3.   Voting Rights.

       (a)  Except as  otherwise  required  by law,  the  holder or  holders  of
outstanding shares of the Series B Preferred Stock shall not be entitled to vote
their shares on any matter which the holders of the Corporation's  capital stock
shall otherwise be entitled to vote their shares;  provided,  however,  that the
holder or holders of the Series B Preferred  Stock will be entitled to notice of
all  stockholders'  meetings or any action taken by the  stockholders by written
consent  at the same  time  and in the same  manner  as  notice  is given to the
stockholders  entitled  to vote at such  meeting  or  pursuant  to such  written
consent.

       (b) To the extent that under the Delaware General  Corporate Law ("DGCL")
the vote of the  holder or  holders  of the  Series B  Preferred  Stock,  voting
separately as a class or series, as applicable, is required to authorize a given
action of the Corporation, the affirmative vote or written consent of the holder
or holders of at least a majority of the shares of the Series B Preferred  Stock
(except as  otherwise  may be  required  under the DGCL)  shall  constitute  the
approval of such action by the class.

Section  4.  Liquidation  Preference.  In  the  event  of a  Liquidation  of the
Corporation (as defined below), whether voluntary or involuntary,  the holder or
holders of the Series B Preferred  Stock then  outstanding  shall be entitled to
receive out of the assets of the Corporation  legally available on such date for
distribution,  or  out  of  such  other  consideration  to be  received  by  the
stockholders of the Corporation, an amount in value (whether cash or other form)
equal to the  Original  Issuance  Price plus all  accrued  and  unpaid  Series B
Dividends as of such date,  calculated  pursuant to Sections  2(a) and 2(b) (the
"Liquidation  Preference").  Such Liquidation  Preference  payment shall be made
prior to and in preference to any payment made or any assets  distributed to the
holders of any class or series of the Common  Stock or other series of Preferred
Stock of the  Corporation.  Following  payment  to the  holder or holders of the
Series B  Preferred  Stock of the full  Liquidation  Preference,  the  remaining
assets (if any) of the Corporation available for distribution to stockholders of
the  Corporation  shall be distributed in accordance  with Article IV,  Sections
5(c)(1) and 5(c)(2) of the  Certificate of  Incorporation.  For purposes of this
Section 4, the term "Liquidation" shall include any dissolution or winding up of
the Corporation, and shall include those events set forth in Article IV, Section
(c)(3) of the Certificate of Incorporation.

Section 5.  Redemption.

       (a) Redemption  Option for Corporation.  The Series B Preferred Stock may
be  redeemed at the option of the  Corporation  out of funds  legally  available
therefor,  as a  whole  at any  time  or in  part  from  time  to  time,  at the
Liquidation Preference.


                                      -3-

<PAGE>

       (b)  Redemption  Date and Notice.  Notice of any  redemption of shares of
Series B Preferred Stock ("Redemption  Notice") shall be delivered in writing by
means of first class mail,  postage paid,  addressed to the holder or holders of
record of the shares of Series B Preferred Stock to be redeemed, or delivered to
the holder or  holders in person,  not more than 30 days prior to the date fixed
for such  redemption  (the  "Redemption  Date").  Such  Redemption  Notice shall
specify (i) the Redemption  Date,  (ii) the place for payment and for delivering
the stock  certificate(s)  and transfer  instrument(s) to collect the Redemption
Price and (iii) the number of shares of Series B Preferred Stock to be redeemed.
A holder or holders of the Series B Preferred Stock may waive the requirement of
such  Redemption  Notice at the holder's  option.  On the  Redemption  Date, the
holder or holders of any shares of Series B  Preferred  Stock to be so  redeemed
shall cause to be delivered to the Corporation the  certificate(s)  representing
the shares of Series B Preferred Stock to be redeemed.

(c) Rights  Following  Redemption.  As of any Redemption  Date, the  Corporation
shall deliver payment (by cash,  check or cancellation of indebtedness  owing to
the holder or holders of the Series B Preferred  Stock) for the shares specified
in the Redemption Notice to be redeemed at the place specified in the Redemption
Notice.  From and after the  Redemption  Date the  shares so  redeemed  shall be
deemed to be no longer  outstanding,  and the  holder or holders  thereof  shall
cease to be a stockholder or  stockholders  of the  Corporation  with respect to
such shares and shall have no rights with respect  thereto.  If any  certificate
for shares to be redeemed shall be lost, mutilated or destroyed, then the holder
thereof may tender to the  Corporation an affidavit to such effect together with
an indemnity undertaking satisfactory to the Corporation,  which tender shall be
deemed a tender of the  certificate  so lost,  mutilated  or  destroyed  for all
purposes of this Section 5.


                                      -4-

<PAGE>

       IN WITNESS  WHEREOF,  the  Corporation  has caused  this  Certificate  of
Designations  to be executed by its duly  authorized  officers,  this 8th day of
November, 2002.



                                         By:   /s/ Gary D. Wrench
                                               ---------------------------------
                                                Name: Gary D. Wrench
                                                Title:   Chief Financial Officer


                                         Attested:


                                         By:    /s/ Robert R. Corr
                                                --------------------------------
                                                Name:  Robert R. Corr
                                                Title:    Secretary