CERTIFICATE OF THE DESIGNATIONS, POWERS,
                             PREFERENCES AND RIGHTS
                                     OF THE
                      SERIES B CONVERTIBLE PREFERRED STOCK
                           (Par Value $.01 Per Share)

                                       of

                                   CAMBIO INC.

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

                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware

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

         The undersigned duly authorized  officers of Cambio Inc., a corporation
organized  and  existing  under  the  General  Corporation  Law of the  State of
Delaware (the "Corporation"),

         DO HEREBY CERTIFY:

         FIRST:  That Article 4 of the  Corporation's  Restated  Certificate  of
Incorporation  provides that the  Corporation  is authorized to issue  1,000,000
shares of preferred  stock,  $.01 par value per share,  in any number of series,
with such designations, rights and preferences as may be determined from time to
time by the Board of Directors.

         SECOND:  That pursuant to such authority  expressly vested in the Board
of  Directors  of the  Corporation,  said Board of  Directors  duly  adopted the
resolution set forth below,  providing for the  designation  and issuance of one
hundred thousand (100,000) shares of Series B Convertible  Preferred Stock, $.01
par value per share:

         RESOLVED, that this Board of Directors, pursuant to authority expressly
vested  in it by the  provisions  of the  Certificate  of  Incorporation  of the
Corporation,  hereby  authorizes  the  issue  from  time to time of a series  of
Preferred  Stock of the  Corporation  (which  series shall be in addition to any
other series of preferred  stock of the  Corporation  otherwise  authorized) and
hereby fixes the  designations,  preferences  and the  relative,  participating,
optional or other rights,  and the  qualifications,  limitations or restrictions
thereof, in addition to those set forth in said Certificate of Incorporation, to
be in their entirety as follows:

         Section  1.  Number of Shares and  Designation.  One  hundred  thousand
(100,000) shares of the preferred stock,  $.01 par value, of the Corporation are
hereby constituted as a series of preferred stock of the Corporation  designated
as "Series B Convertible  Preferred Stock" (the "Series B Preferred Stock"). The
Series B Preferred  Stock will rank senior in all  respects to all other  equity
securities of the Corporation.

         Section  2.  Liquidation  Rights.  In the  event  of any  voluntary  or
involuntary  liquidation,  dissolution  or  winding  up of  the  affairs  of the
Corporation,  the holders of each share of Series B Preferred Stock  outstanding
on the date of such liquidation, dissolution or winding up of the affairs of the
Corporation  shall be  entitled to receive,  prior to and in  preference  to any
distribution  of any of the assets or surplus  funds of the  Corporation  to the
holders of the Common  Stock of the  Corporation,  par value $.01 per share (the
"Common Stock"),  or any other class of Preferred Stock of the  Corporation,  by
reason of their  ownership  thereof,  an  amount  equal to one  hundred  dollars
($100.00)  per  share  (the  "Liquidation  Value")  of each  share  of  Series B
Preferred  Stock

                                       15

<PAGE>


held by the  holders  (subject to  adjustment  for stock  splits,  combinations,
reclassifications or similar events affecting such shares).

         All of the preferential amounts to be paid to the holders of the Series
B Preferred  Stock  under this  Section 2 shall be paid or set apart for payment
before the  payment  or setting  apart for  payment  of any amount  for,  or the
distribution  of any assets of the  Corporation  to,  the  holders of the Common
Stock or any other class or series of Preferred  Stock in  connection  with such
liquidation,  dissolution  or winding up. After the payment or the setting apart
for payment to the holders of the Series B Preferred  Stock of the  preferential
amounts  so payable to them and the  preferential  amounts  payable to any other
classes or series of  Preferred  Stock,  the  holders of the Series B  Preferred
Stock,  shall be entitled to receive,  pro rata with the Common Stock, as if the
Series A  Preferred  Stock  and any such  other  applicable  class or  series of
Preferred  Stock are  converted  into the number of shares of Common  Stock into
which the Series B Preferred  Stock, and other such class or series of Preferred
Stock, are then convertible  pursuant to the Certificate of Incorporation of the
Corporation and the applicable Certificate of Designations,  Powers, Preferences
and  Rights  of such  Series  of  Preferred  Stock (as  amended,  to the  extent
applicable),  all remaining assets of the Corporation.  If the assets or surplus
funds to be  distributed  to the  holders  of the Series B  Preferred  Stock are
insufficient  to permit the payment to such  holders of their full  preferential
amount, the assets and surplus funds legally available for distribution shall be
distributed  ratably  among  the  holders  of the  Series B  Preferred  Stock in
proportion  to the full  preferential  amount  each  such  holder  is  otherwise
entitled to receive.

         Section  3.  Merger,  Consolidation,  Sale of  Assets.  Any  merger  or
consolidation of the Corporation  with or into another  corporation in which the
Corporation  shall not survive,  or the sale or transfer of all or substantially
all of  the  assets  of the  Corporation  to  another  entity,  or a  merger  or
consolidation  in which the  Corporation is the survivor but its Common Stock is
exchanged for stock,  securities or property of another  entity shall be treated
as a liquidation, dissolution or winding up of the Corporation and shall entitle
the  holder of Series B  Preferred  Stock to receive  at the  closing,  in cash,
securities or other property, amounts as specified in Section 2.

         Section 4.  Conversion  into Common Stock.  The holder of any shares of
the Series B  Preferred  Stock  shall  have  conversion  rights as follows  (the
"Conversion Rights"):

         (a) Right to Convert.  Each share of Series B Preferred  Stock shall be
convertible,  without the payment of any additional  consideration by the holder
thereof and at the option of the holder  thereof,  at any time after the date of
issuance of such share,  at the office of the  Corporation or any transfer agent
for  the  Series  B  Preferred  Stock,  into  such  number  of  fully  paid  and
nonassessable   shares  of  Common  Stock  as  is  determined  by  dividing  the
Liquidation Value by the Conversion Price,  determined as hereinafter  provided,
with respect to such shares.  The Conversion  Price in effect initially shall be
$0.20 per share  (subject to adjustment  pursuant to Section 7.2 of that certain
Series B Convertible Preferred Stock Purchase Agreement, dated as of February 1,
1999 (the "Purchase Agreement"), by and among the Corporation and the Purchasers
named  therein).   Notwithstanding   the  foregoing,   in  the  event  that  the
Corporation,  within  eighteen  months from the Initial Closing (as such term is
defined in the Purchase Agreement),  issues and sells not less than an aggregate
of $1 million of additional  shares of Common Stock (or  securities  convertible
into  Common  Stock)  other than  Excluded  Stock (as  hereinafter  defined)  to
financial  investors  (whether  individual or institutional) for a consideration
per  share of Common  Stock of less  than  $0.20,  then and in such  event,  the
Conversion Price in effect with respect to the Series B Preferred Stock shall be
reduced,  concurrently  with such issue,  to a price  (calculated to the nearest
cent) equal to the  consideration per share for which such additional shares are
issued and sold. As used in this Section 4(a),  "Excluded  Stock" shall mean (i)
shares of Common Stock (or securities  convertible into Common Stock) or options
for the purchase of Common Stock issued,  sold or granted by the  Corporation to
any of its employees,  directors or consultants pursuant to a bona fide employee
stock  purchase,  option or similar  benefit plan or incentive  program or other
compensation  arrangement  approved by the Board of Directors of the Corporation
or (ii) shares of Common Stock (or  securities  convertible  into Common  Stock)
issued,  sold or  granted  to  joint  venturers,  partnering  entities  or other
companies with which the Corporation has a relationship  involving or pertaining
to  product  development,  or  the  manufacturing,   development,  marketing  or
repackaging of products or any analogous  relationship.  The Conversion Price at
which shares of Common Stock shall be  deliverable  upon  conversion of Series B
Preferred  Stock  without the  payment of any  additional  consideration  by the
holder thereof, shall be subject to adjustment, in order to adjust the number of
shares of Common Stock into which the Series B Preferred  Stock is  convertible,
as provided in this Section 4.

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<PAGE>


         (b) Mechanics of Conversion. No fractional shares of Common Stock shall
be issued  upon  conversion  of the  Series B  Preferred  Stock.  In lieu of any
fractional  shares  to  which  the  holder  would  otherwise  be  entitled,  the
Corporation  shall  round the share  amount to the nearest  whole share  number.
Before any  holder of Series B  Preferred  Stock  shall be  entitled  to receive
certificates representing shares of Common Stock issuable upon conversion of the
Series B Preferred  Stock,  such  holder  shall  surrender  the  certificate  or
certificates therefor, duly endorsed, at the office of the Corporation or of any
transfer agent for the Series B Preferred  Stock,  and shall give written notice
to the  Corporation  at such  office in the  manner  specified  in the  Purchase
Agreement  (which notice shall be irrevocable  once tendered,  unless  otherwise
agreed to in writing by the Corporation)  that such holder elects to convert the
same,  and shall state  therein such  holder's name or the name or names of such
holder's  nominees in which such holder wishes the  certificate or  certificates
for  shares of Common  Stock to be issued.  The  Corporation  shall,  as soon as
practicable after receipt of the certificate(s)  representing Series B Preferred
Stock,  issue and  deliver at such  office to such  holder of Series B Preferred
Stock,  or to such holder's  nominee or nominees,  a certificate or certificates
for the number of shares of Common  Stock to which such holder shall be entitled
as  aforesaid,  together  with cash in lieu of any  fraction  of a share,  and a
certificate or certificates  for such shares of Series B Preferred Stock as were
represented  by the  certificates  surrendered  and not  converted.  Conversions
pursuant to Section 4(a) shall be deemed to have been made immediately  prior to
the close of  business on the date of such  surrender  of the shares of Series B
Preferred Stock to be converted,  and the person or persons  entitled to receive
the shares of Common Stock  issuable  upon  conversion  shall be treated for all
purposes as the record  holder or holders of such  shares of Common  Stock as of
the close of business on such date.

         (c)  Adjustment  to Conversion  Price for Stock  Splits,  Combinations,
Dividends and Distributions.

                  (i)  Stock   Splits  and   Combinations.   In  the  event  the
         Corporation shall at any time or from time to time effect a subdivision
         of the outstanding  Common Stock,  the Conversion  Price then in effect
         immediately before that subdivision shall be proportionately decreased,
         and, conversely, in the event the Corporation shall at any time or from
         time to time  combine  the  outstanding  shares  of Common  Stock,  the
         Conversion  Price then in effect  immediately  before  the  combination
         shall be  proportionately  increased.  Any adjustment  pursuant to this
         Section 4(c)(i) shall become  effective at the close of business on the
         date the subdivision or combination becomes effective.

                  (ii) Dividends and Distributions of Common Stock. 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 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 then in effect by a fraction:

                           (x) 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, and

                           (y) the  denominator  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  plus the  number of shares of
                  Common  Stock   issuable  in  payment  of  such   dividend  or
                  distribution;

         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  shall be  recomputed
         accordingly  as of the  close  of  business  on such  record  date  and
         thereafter  the  Conversion  Price shall be  adjusted  pursuant to this
         Section  4(c)(ii) as of the time of actual payment of such dividends or
         distributions.

                                       17

<PAGE>


                  (iii)  Other  Dividends  and  Distributions.  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
         the Series B Preferred Stock shall receive upon conversion  thereof, in
         addition to the number of shares of Common Stock receivable  thereupon,
         the  amount of  securities  of the  Corporation  that they  would  have
         received had their Series B Preferred  Stock been converted into Common
         Stock on the 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 giving  application  to all  adjustments  called for during such
         period  under this  Section 4 with  respect to the rights of holders of
         the Series B Preferred Stock.

         (d) Adjustment for Reclassification,  Exchange or Substitution.  If the
Common Stock issuable upon the conversion of the Series B 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,  or  otherwise
(other than a subdivision or  combination  of shares or stock dividend  provided
for in Section  4(c),  or a  reorganization,  merger,  consolidation  or sale of
assets provided for in Section 3, then and in each such event the holder of each
share of Series B  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, or other change,
by  holders of the  number of shares of Common  Stock into which such  shares of
Series B Preferred  Stock might have been  converted  immediately  prior to such
reorganization,  reclassification,  or change, all subject to further adjustment
as provided in this Section 4.

         (e) No  Impairment.  The  Corporation  shall not, by  amendment  of its
Certificate of Incorporation or through any reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed  under this  Section 4 by the  Corporation
but  shall at all times in good  faith  assist  in the  carrying  out of all the
provisions  of this  Section 4 and in the  taking  of all such  action as may be
necessary  or  appropriate  in order to  protect  the  conversion  rights of the
holders of the Series B Preferred Stock that by its terms is convertible against
impairment.

         (f)  Certificate  as  to  Adjustments.  Upon  the  occurrence  of  each
adjustment or  readjustment  of the  Conversion  Price of the Series B Preferred
Stock pursuant to this Section 4, the  Corporation at its expense shall promptly
compute such  adjustment or readjustment in accordance with the terms hereof and
furnish to each holder of the Series B  Preferred  Stock a  certificate  setting
forth such adjustment or readjustment and showing in detail the facts upon which
such  adjustment or  readjustment  is based.  The  Corporation  shall,  upon the
written  request at any time of any  holder of such  Series B  Preferred  Stock,
furnish or cause to be furnished to such holder a like certificate setting forth
(i) such adjustments and readjustments, (ii) the Conversion Price at the time in
effect,  and (iii) the number of shares of Common Stock and the amount,  if any,
of other property which at the time would be received upon the conversion of the
Series B Preferred Stock.

         (g)  Notices  of  Record  Date.  In  the  event  of any  taking  by the
Corporation  of a record  of the  holders  of any  class of  securities  for the
purpose of  determining  the  holders  thereof  who are  entitled to receive any
dividend (other than a cash dividend which is the same as cash dividends paid in
previous  quarters) or other  distribution,  the Corporation  shall mail to each
holder of Series B  Preferred  Stock,  at least ten (10) days  prior to the date
specified herein, a notice specifying the date on which any such record is to be
taken for the purpose of such dividend or distribution.

         (h) Common  Stock  Reserved.  The  Corporation  shall  reserve and keep
available out of its authorized but unissued  Common Stock such number of shares
of Common Stock as shall from time to time be sufficient to effect conversion of
the Series B Preferred  Stock,  and all other shares of all classes or series of
Preferred Stock which are then  convertible into Common Stock. If the Conversion
Price of the Series B Preferred  Stock is at any time less than the par value of
the Common Stock,  the Corporation  shall cause to be taken such action (whether
by lowering the par value of the Common Stock,  by  converting  the Common Stock
from par value to no par value,  or otherwise) as will permit the  conversion of
the  Series B  Preferred  Stock  without  any  additional

                                       18

<PAGE>


payment by the holder thereof and the issuance of the Common Stock, which Common
Stock, upon issuance, will be fully paid and nonassessable.

         Section 5. Redemption.

         (a) Redemption at the Option of the Corporation.  The  Corporation,  at
the  option of the Board of  Directors,  may,  at any time and from time to time
upon written notice (which notice shall specify the date and place of redemption
and the number of shares and the  certificate  numbers  thereof  which are to be
redeemed)  given not less than  twenty (20) nor more than ninety (90) days prior
to the date  fixed for  redemption,  redeem  all or any part of the  outstanding
shares  of the  Series  B  Preferred  Stock  by  paying  therefor  in  cash  the
Liquidation Value for each share,  provided,  however, that (i) the market price
of a share of Common  Stock is equal to or greater  than an amount equal to 500%
of the then applicable  Conversion Price and (ii) the Common Stock has traded on
the principal market for the Common stock with an average daily volume in excess
of 50,000  shares  for a period of 30  consecutive  trading  days.  At least two
business days prior to the redemption date specified in such notice, each holder
of the Series B Preferred  Stock may give the Corporation  written  instructions
with respect to the  application  of funds legally  available for  redemption of
such holder's shares of the Series B Preferred Stock.

         (b)  Redemption at the Option of the Holder.  In the event (i) that the
Corporation  breaches  or  fails  to  comply  with its  obligations  under  this
Certificate of Designations or the Purchase  Agreement,  which breach or failure
is material or has a material adverse effect on the business or prospects of the
Corporation,  and such breach or failure of compliance continues for a period of
thirty (30) days after notice thereof has been given to the Corporation, (ii) of
a sale of all or substantially all of the assets of the Corporation, (iii) of an
occurrence  which causes the  Corporation  to become  insolvent or (iv) that the
Corporation goes "private," then each holder of shares of the Series B Preferred
Stock shall be entitled to compel the  Corporation  to redeem any or all of such
holder's  shares of the Series B Preferred  Stock;  provided that such redeeming
holder  shall have given  written  notice  thereof to the  Corporation  at least
thirty (30) days prior to the requested  date of  redemption.  Such notice shall
state the number of shares of the Series B Preferred Stock to be redeemed. On or
after the redemption  date, as specified in such notice,  the holder  requesting
redemption shall surrender such holder's certificate for the number of shares to
be redeemed as stated in the notice to the Corporation. On such redemption date,
to the extent the Corporation shall have funds legally available  therefor,  the
Corporation shall redeem the shares of the Series B Preferred Stock requested to
be redeemed at the Liquidation Value. To the extent there are insufficient funds
legally  available  for  redemption  of all shares of Series B  Preferred  Stock
requested  to be  redeemed,  legally  available  funds  shall be applied to each
holder's  shares of Series B  Preferred  Stock pro rata in  accordance  with the
number of shares  requested  to be redeemed by each holder of shares of Series B
Preferred  Stock,  and each holder's shares shall be redeemed in accordance with
the  instructions  received from such holder or, if no instructions are received
from a  holder,  such  holder's  shares  of Series B  Preferred  Stock  shall be
redeemed pro rata in accordance  with the number of shares of Series B Preferred
Stock held by such holder.  As soon as practicable,  the Corporation  shall give
written notice to each holder of shares of Series B Preferred  Stock redeemed or
to be redeemed  indicating  the number of shares  redeemed or to be redeemed and
the  certificate  numbers  thereof.  If less than all of the  shares of Series B
Preferred  Stock  requested to be redeemed are redeemed,  all unredeemed  shares
shall remain outstanding and shall be entitled to all the rights and preferences
of outstanding  shares of Series B Preferred Stock hereunder.  In case less than
all  the  shares  represented  by  any  such  certificate  are  redeemed,  a new
certificate  shall be issued  representing the unredeemed shares without cost to
the holder thereof.

         (c) Legally  Available  Funds.  For the purpose of determining  whether
funds are legally available for redemption of shares of Series B Preferred Stock
as provided herein, the Corporation shall value its assets at the highest amount
permissible  under  applicable  law.  If on any  redemption  date  funds  of the
Corporation  legally available  therefor shall be insufficient to redeem all the
shares of the Series B  Preferred  Stock  required  to be  redeemed  as provided
herein, funds to the extent legally available shall be used for such purpose and
the  Corporation  shall  apply  such funds to each  holder's  shares of Series B
Preferred  Stock pro rata  according to the number of shares held by each holder
of Series B  Preferred  Stock,  and each  holder's  shares  shall be redeemed in
accordance  with  the   instructions   received  from  such  holder  or,  if  no
instructions  are  received  from a  holder,  such  holder's  shares of Series B
Preferred  Stock shall be  redeemed  pro rata in  accordance  with the number of
shares of Series B Preferred Stock held by such holder.

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<PAGE>


         (d) Termination of Conversion.  In the event the Corporation has mailed
written  notice of redemption to the holders of record of shares of the Series B
Preferred  Stock in  accordance  with the  terms of  Section  5(a)  hereof,  the
holder's right to convert such shares called for  redemption  shall cease at the
close of business on the redemption date, unless the Corporation defaults in the
payment of the redemption price.

         Section 6. Voting Rights.  In addition to the voting rights required by
the laws of the State of  Delaware  and by Section  7, the  holders of shares of
Series  B  Preferred  Stock  shall  vote,  as a  single  class  with  all  other
stockholders of the Corporation,  on all matters voted on by the stockholders of
the  Corporation,  with each such holder of Series B Preferred Stock entitled to
the  number of votes  equal to the  number of shares of Common  Stock into which
such holder's shares would then be convertible. Except as set forth herein or in
the Purchase  Agreement,  or as otherwise  provided by law,  holders of Series B
Preferred  Stock shall have no special voting rights and their consent shall not
be required for taking any  corporate  action.  These  voting  rights will apply
notwithstanding  that an  insufficient  number of shares of Common  Stock may be
reserved for issuance upon conversion of the Series B Preferred Stock.

         Section  7.  Covenants.  So  long  as any of the  shares  of  Series  B
Preferred Stock authorized  hereby shall be outstanding,  the Corporation  shall
not,  without first  obtaining the  affirmative  vote or written  consent of the
holders  of not less  than a  majority  of such  outstanding  shares of Series B
Preferred Stock:

                  (a) amend or repeal any provision of, or add any provision to,
         the  Corporation's  Certificate  of  Incorporation  or  By-laws if such
         action would alter or change the  preferences,  rights,  privileges  or
         powers of, or the restrictions  provided for the benefit of, the Series
         B Preferred Stock;

                  (b)  reclassify  any  Common  Stock  into  shares  having  any
         preference or priority as to assets superior to or on a parity with any
         such preference or priority of the Series B Preferred Stock; or

                  (c) create or issue any  securities of the  Corporation  which
         have equity  features  and which rank on a parity with or senior to the
         Series B Preferred  Stock upon  liquidation  or other  distribution  of
         assets.

         Section 8.  Status of  Converted  or  Reacquired  Stock.  Any shares of
Series B  Preferred  Stock  purchased,  redeemed  or  otherwise  acquired by the
Corporation in any manner whatsoever, and any shares of Series B Preferred Stock
converted  pursuant to Section 4 hereof shall be retired and  canceled  promptly
after the  acquisition or conversion  thereof.  All such shares shall upon their
cancellation become authorized but unissued shares of Preferred Stock and may be
reissued as part of a new series of Preferred  Stock  subject to the  conditions
and   restrictions  on  issuance  set  forth  herein,   in  the  Certificate  of
Incorporation,  or in any other Certificate of Designations creating a series of
Preferred Stock or any similar stock or as otherwise required by law.

         Section 9. Preemptive Rights.

                  (a)  Except  (i) for  issuances  stock  issued  to  employees,
         officers  or  directors  in  connection  with  management   options  or
         incentive  plans  approved  by the Board of  Directors  and (ii)  stock
         issued  in  connection   with  any  merger,   acquisition  or  business
         combination,  the holders of the Series B Preferred  Stock, in order to
         enable  such  holders  to  maintain  their  fully  diluted   percentage
         ownership  of  the  Corporation,   shall  have  preemptive  rights,  as
         hereinafter  set  forth,  to  purchase  any  capital  stock,  including
         warrants  or  securities   convertible   into  capital  stock,  of  the
         Corporation hereafter issued by the Corporation so that a holder of the
         Series B  Preferred  Stock  shall  hereafter  be  entitled to acquire a
         percentage of capital stock which is hereafter issued equal to the same
         percentage  of the  issued  and  outstanding  Common  Stock  as is held
         (directly  or  obtainable  upon  conversion  of the Series B  Preferred
         Stock) by such holder of Series B Preferred Stock  immediately prior to
         the date on which the capital  stock is to be issued on a fully diluted
         basis.

                  (b) The  Corporation  shall,  before  issuing  any  additional
         capital  stock (other than the  exceptions  referred to in Section 9(a)
         above),  give  written  notice  thereof to the  holders of the Series B
         Preferred Stock.  Such notice shall specify what type of instrument the
         Corporation   intends  to  issue  and  the   consideration   which  the
         Corporation  intends to receive  therefor.  For a period of twenty (20)
         days  following

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         receipt  of by the  holders  of the  Series B  Preferred  Stock of such
         notice, the Corporation shall be deemed to have irrevocably  offered to
         sell to the holders of the Series B Preferred Stock a sufficient number
         of shares of such  capital  stock so that the  holders  of the Series B
         Preferred  Stock,  if such  holders  elects to acquire  such  shares as
         hereinafter  set  forth,   shall  be  capable  of  acquiring  the  same
         percentage   of  such  shares  as  the   percentage   of  Common  Stock
         beneficially  owned  (directly or  obtainable  upon  conversion  of the
         Series B  Preferred  Stock) by such  holders  immediately  prior to the
         proposed issuance on a fully diluted basis. In the event any such offer
         is  accepted,  in whole  or in part,  by the  holders  of the  Series B
         Preferred Stock, the Corporation  shall sell such shares to the holders
         of the  Series  B  Preferred  Stock  for the  consideration  and on the
         precise  terms set forth in the  Corporation's  notice (given under the
         first two sentences of this  paragraph).  In the event that one or more
         holders of the  Series B  Preferred  Stock  elects not to, or fails to,
         exercise  its rights  under  this  Section  within the twenty  (20) day
         period,  then the Corporation may issue the remaining shares of capital
         stock to third persons but only for the same consideration set forth in
         the  Corporation's  notice (given under the first two sentences of this
         paragraph)  and no later than ninety (90) days after the  expiration of
         such twenty day period.  The  closing for such  transaction  shall take
         place as  proposed  by the  Corporation  with  respect to the shares of
         capital stock  proposed to be issued at which  closing the  Corporation
         shall  deliver  certificates  for the  shares of  capital  stock in the
         respective  names of the holders of he Series B Preferred Stock against
         receipt of the consideration therefor.

                  (c) Notwithstanding any other provision hereof, the preemptive
         rights  granted to holders of Series B Preferred  Stock by this Section
         shall  terminate  with  respect to a share of Series B Preferred  Stock
         upon the  conversion  or redemption of such share of Series B Preferred
         Stock in accordance with the provisions hereof.

         THIRD: That said determination of the designation,  preferences and the
relative,   participating,   optional  or  other  rights,  and   qualifications,
limitations  or  restrictions  thereof,  relating to said  Series B  Convertible
Preferred  Stock,  was duly  made by the  Board  of  Directors  pursuant  to the
provisions of the Certificate of Incorporation  of the Corporation,  as amended,
and in accordance with the provisions of Section 151 of the General  Corporation
Law of the State of Delaware.

         IN WITNESS  WHEREOF,  Cambio Inc.  has caused this  Certificate  of the
Designations,  Powers,  Preferences  and  Rights  of the  Series  B  Convertible
Preferred  Stock (par value $.01 per share) of Cambio Inc.  to be  executed  and
attested this 5th day of May, 1999.


                                             Cambio Inc.

                                            By: /s/ Ali Al-Dahwi
                                                ----------------------
                                            Name:  Ali Al-Dahwi
                                            Title: President and Chief
                                                   Executive Officer

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