CERTIFICATE OF DESIGNATIONS,

                            PREFERENCES AND RIGHTS OF

                CLASS A, SERIES G CONVERTIBLE PREFERRED STOCK OF

                               SEDONA CORPORATION

                  PURSUANT TO SECTION 1522 OF THE PENNSYLVANIA

                            BUSINESS CORPORATION LAW


                  The  undersigned,  being the  President  and  Chief  Executive
Officer of Sedona Corporation, a corporation organized and existing under and by
virtue  of the  laws  of  the  Commonwealth  of  Pennsylvania  (hereinafter  the
"Corporation"), DO HEREBY CERTIFY:

         FIRST:  That pursuant to authority  expressly granted and vested in the
Board of Directors of said  Corporation by the  provisions of the  Corporation's
Articles  of  Incorporation,  said  Board of  Directors  adopted  the  following
resolution on February 17, 2000  determining the  designations,  preferences and
rights of its Class A, Series G Convertible Preferred Stock:

         RESOLVED:  That  pursuant  to the  authority  vested  in the  Board  of
Directors of the Corporation by the Corporation's Articles of Incorporation (the
"Articles of Incorporation"), a series of Preferred Stock of the Corporation be,
and it hereby is,  created  out of the  authorized  but  unissued  shares of the
capital  stock  of the  Corporation,  such  series  to be  designated  Series  G
Convertible  Preferred Stock (the "Series G Convertible  Preferred  Stock"),  to
consist of 3,000 shares, par value $2.00 per share, of which the preferences and
relative and other rights, and the  qualifications,  limitations or restrictions
thereof,  shall  be as set  forth in the  Certificate  of  Designations  annexed
hereto:

          1.   Number of Shares of Series G  Convertible Preferred Stock. Of the
360,500  shares   of   authorized  but  undesignated  Class  A  Preferred  Stock
("Preferred Stock") of the  Corporation,  three thousand (3,000) shares shall be
designated and known as Series G  Convertible  Preferred  Stock, par value $2.00
per share ("Series G Convertible Preferred Stock").

          2.   Voting.

                   (a) Unless required by law, no holder of any shares of Series
G  Convertible Preferred Stock  shall  be  entitled  to vote  at  any meeting of
stockholders of the Corporation (or any written  actions of stockholders in lieu
of meetings) with respect to any matters  presented to the  stockholders  of the
Corporation  for their action or consideration.  Notwithstanding  the foregoing,
the  Corporation  shall provide each  holder  of  record of Series G Convertible
Preferred  Stock  with  timely  notice of every meeting of  stockholders  of the
Corporation  and  shall  provide each holder with copies  of all proxy materials
distributed in connection therewith.

                   (b) So long as any shares of  Series G Convertible  Preferred
Stock  are outstanding,  the Corporation shall not,  without first obtaining the
approval (by vote or written consent,  as provided by the Pennsylvania  Business
Corporation  Law)  of  the  holders  of  at least  85% in interest  of  the then
outstanding shares of Series G Convertible Preferred Stock:

                         (i)   alter  or   hange   the  rights,   preferences or
privileges  of the  Series G Convertible  Preferred Stock;

                         (ii)  create  any new  class or series of capital stock
having  parity with  or a preference  over the  Series G  Convertible  Preferred
Stock  as to payment  of  dividends or distribution  of assets upon liquidation,
dissolution or winding up of the  Corporation  ("Senior  Securities")  or  alter
or change the rights,  preferences or privileges  of any Senior Securities so as
to affect adversely the Series G Convertible Preferred Stock;

                         (iii) increase  the   authorized  number  of  shares of
Series G Convertible Preferred Stock; or (iv) do any act or thing not authorized
or  contemplated  by this  Certificate  of  Designations  which would result  in
taxation of the holders of  shares  of the  Series G Convertible Preferred Stock
under  Section 305 of the  Internal  Revenue  Code of 1986,   as amended (or any
comparable provision of the Internal Revenue Code as hereafter from time to time
amended).

                   In the event  holders of at least 85% in interest of the then
outstanding  shares of Series G Convertible  Preferred  Stock agree to allow the
Corporation  to alter or change the rights,  preferences  or  privileges  of the
shares of Series G  Convertible  Preferred  Stock,  pursuant to  subsection  (b)
above,  so as to affect  the  Series G  Convertible  Preferred  Stock,  then the
Corporation  will deliver  notice of such approved  change to the holders of the
Series G Convertible  Preferred  Stock that did not agree to such  alteration or
change (the  "Dissenting  Holders") and Dissenting  Holders shall have the right
for a period of thirty (30) days from the date of notice  thereof to convert any
and all shares of then held Series G Convertible Preferred Stock pursuant to the
terms of this  Certificate of Designation as in effect prior to such  alteration
or change,  or else to  continue  to hold their  shares of Series G  Convertible
Preferred Stock pursuant to the altered or changed terms.

          3.   Dividends.

               The  holders  of  shares of Series G Convertible  Preferred Stock
shall be entitled to receive,  before any cash  dividend  shall be declared  and
paid upon or set aside for the Common  Stock or any other  securities  which are
not Senior  Securities,  in any  fiscal  year of the  Corporation,  out of funds
legally available for that purpose,  cumulative  dividends payable in cash in an
amount per share for such fiscal year equal to $30.00 (3%). Such dividends shall
accrue  daily and be payable  semi-annually  on June 30 and  December 31 of each
year, commencing June 30, 2000. In the event that the Corporation's Common Stock
shall  cease for any  reason to be listed on The Nasdaq  SmallCap  Market or any
national securities exchange,  the cash dividend from such date forward shall be
at the rate of $60 (6%) per share.

          4.   Liquidation.  (a)  If  the Corporation shall commence a voluntary
case under the Federal  bankruptcy laws or any other applicable Federal or state
bankruptcy,  insolvency  or similar law, or consent to the entry of an order for
relief in an involuntary case  under any  such  law or to the  appointment  of a
receiver,  liquidator,  assignee,  custodian,  trustee,  sequestrator  (or other
similar official) of the Corporation or of any substantial part of its property,
or make an assignment for the benefit of its creditors, or admit in writing  its
inability to pay its debts generally as they become due, or if a decree or order
for  relief in  respect of the  Corporation  shall be entered by a court  having
jurisdiction in the premises in an involuntary case under the Federal bankruptcy
laws or any other applicable Federal or state bankruptcy,  insolvency or similar
law resulting in the appointment of a receiver, liquidator, assignee, custodian,
trustee,  sequestrator (or other similar  official) of the Corporation or of any
substantial  part of its property,  or ordering the winding up or liquidation of
its affairs,  and any such decree or order shall be unstayed and in effect for a
period of thirty (30)  consecutive  days and, on account of any such event,  the
Corporation  shall liquidate,  dissolve or wind up, or if the Corporation  shall
otherwise  liquidate,  dissolve or wind up (each such event being  considered  a
"Liquidating Event"), no distribution shall be made to the holders of any shares
of capital stock of the  Corporation  other than Senior  Securities  (as defined
above) upon such Liquidating  Event unless prior thereto,  the holders of shares
of Series G  Convertible  Preferred  Stock shall have  received the  Liquidation
Preference (as defined in Section 4(c)) with respect to each share.  If upon the
occurrence  of  a  Liquidation   Event,  the  assets  and  funds  available  for
distribution  among the holders of the Series G Convertible  Preferred Stock and
holders of securities  ranking pari passu as to preference upon liquidation with
the Series G Convertible  Preferred  Stock shall be  insufficient  to permit the
payment to such holders of the preferential  amounts payable  thereon,  then the
entire assets and funds of the Corporation legally available for distribution to
the Series G Convertible Preferred Stock and such pari passu securities shall be
distributed  ratably  among  such  shares in  proportion  to the ratio that that
Liquidation  Preference  payable  on each  such  share  bears  to the  aggregate
Liquidation Preference payable on all such shares.

               (b) At  the  option  of  each  holder, the  sale,  conveyance  or
disposition of all or substantially  all of the assets of the  Corporation,  the
effectuation   by  the  Corporation   of  a transaction  or  series  of  related
transactions in which more than 50% of the  voting  power  of the Corporation is
disposed of,  or the consolidation,  merger or other business combination of the
Corporation with or into any other person or persons when the Corporation is not
the survivor shall be deemed to be a  liquidation,  dissolution or winding up of
the  Corporation  pursuant  to  which  the  Corporation  shall  be  required  to
distribute,  upon  consummation  of and  as a condition  to  such transaction an
amount equal to the Liquidation  Preference  with  respect  to each  outstanding
share of Series G Convertible Preferred  Stock held by such holder in accordance
with and subject to the terms of this Section 4.

               (c) The  Liquidation  Preference  shall  be the "Stated Value" of
$1,000 per share of Series G Convertible  Preferred Stock,  plus all accrued but
unpaid dividends.

          5.   Optional  Conversion.  The  holders   of   shares   of  Series  G
Convertible Preferred Stock shall have the following conversion rights:

               (a)  Right to Convert; Conversion Price.   Subject  to the terms,
conditions,   and restrictions  of this Section 5,  the holder  of any shares of
Series G Convertible Preferred Stock  shall have the right to  convert each such
share of Series G Convertible  Preferred Stock (except that upon any Liquidating
Event,  the right  of conversion shall terminate at the close of business on the
business  day  fixed for payment  of  the amount  distributable  on the Series G
Convertible Preferred Stock) into that number of shares of Common Stock equal to
the  Stated  Value  of such share or  shares of  Series G Convertible  Preferred
Stock,  plus any accrued but unpaid dividends  thereon, divided by the lesser of
(i) 130%  of  the closing bid price  on  the  Principal Market  on  the Original
Issuance Date,  and (ii)  95%  of  the  Market  Price (the  "Conversion Price"),
provided,  that prior  to the 121st day after the Original  Issuance Date,   the
Conversion  Price  shall  not  be less  than  $3.50  per share (adjusted for any
subsequent stock splits,  dividends payable in shares of Common Stock or reverse
stock splits).  Unless the  Corporation  shall have  obtained  the  approval  of
its voting  stockholders  to  such  issuance in accordance  with the  applicable
rules of the Principal Market, if any, the Corporation shall not issue shares of
Common  Stock  upon conversion  of any shares of Series G Convertible  Preferred
Stock if such issuance of Common Stock, when added to the  number  of shares  of
Common Stock  previously  issued  by the Corporation  upon  conversion of shares
of the Series G  Convertible  Preferred Stock, or  issued  upon exercise  of the
Stock  Purchase  Warrants  issued in  conjunction with the issuance of shares of
Series G Convertible Preferred Stock, would exceed 19.9% of the number of shares
of the  Corporation's  Common  Stock  which were issued and  outstanding  on the
Original  Issuance  Date.  The  right to convert shares  of Series G Convertible
Preferred Stock shall be pro rated among the original purchasers  of such shares
and  their  respective   subsequent transferees, if any, in order to comply with
the aforesaid  overall  limitation.   In the event  that the Corporation has not
obtained  stockholder approval of such issuance prior to receipt of a Conversion
Notice which would otherwise violate this provision,  he Corporation shall honor
such conversion request (resulting in an issuance in excess of 19.9%) in cash in
an  amount  equal to  the  Redemption Price set forth in Section 7, plus accrued
interest.

               (b)  Conversion  Date.  (i) The  holder of any shares of Series G
Convertible  Preferred  Stock  may convert  the  shares  of Series G Convertible
Preferred  Stock purchased  by such holder  from the Company  at  any time on or
after  the date  on which payment  for the sale  of the first share  of Series G
Convertible  Preferred Stock is received  by the  Corporation,  unless otherwise
agreed to in writing  by the Corporation  and the affected holder (the "Original
Issuance Date");  provided however,  that the holder  of any shares  of Series G
Convertible  Preferred  Stock may only convert up to fifty percent  (50%) of the
Series G Convertible Preferred Stock  during any thirty  (30) day period and may
not  sell any of such shares of Common  Stock until at least one hundred  twenty
(120) days after the  Original Issuance  Date.

                    (ii) In no event shall a holder be permitted  to convert any
shares of Series G Convertible  Preferred  Stock in excess of the number of such
shares upon the  conversion  of which,  (x) the number of shares of Common Stock
beneficially  owned by such holder  (other than shares of Common Stock  issuable
upon conversion of shares of Series G Convertible  Preferred Stock) plus (y) the
number of shares of Common Stock  issuable upon such  conversion of those shares
of Series G Convertible  Preferred Stock sought to be converted,  would be equal
to or exceed  4.9% of the  number of shares of  Common  Stock  then  issued  and
outstanding,  including  those shares  issuable upon  conversion of the Series G
Convertible  Preferred  Stock  held by such  holder  after  application  of this
Section 5(b)(ii).  As used herein,  beneficial  ownership shall be determined in
accordance  with  Section  13(d) of the  Securities  Exchange  Act of  1934,  as
amended,  and the rules  and  regulations  thereunder.  To the  extent  that the
limitation  contained in this Section  5(b)(ii)  applies,  the  determination of
whether  shares of Series G  Convertible  Preferred  Stock are  convertible  (in
relation to other  securities  owned by holder) and of which  shares of Series G
Convertible  Preferred Stock are convertible  shall be in the sole discretion of
such holder,  and the  submission  of shares of Series G  Convertible  Preferred
Stock  for  conversion  shall be  deemed to be such  holder's  determination  of
whether such shares of Series G Convertible  Preferred Stock are convertible (in
relation to other securities owned by such holder) and of which shares of Series
G  Convertible  Preferred  Stock are  convertible,  in each case subject to such
aggregate percentage limitation, and the Corporation shall have no obligation or
right to verify or confirm the accuracy of such determination. Nothing contained
herein  shall be deemed to restrict the right of a holder to convert such shares
of Series G Convertible Preferred Stock at such time as such conversion will not
violate  the  provisions  of this  paragraph.  The  provisions  of this  Section
5(b)(ii) may be waived by a holder of Series G Convertible Preferred Stock as to
itself (and solely as to itself) upon not less than 75 days' prior notice to the
Corporation, and the provisions of this Section 5(b)(ii) shall continue to apply
until such 75th day (or such later date as may be  specified  in such  notice of
waiver).  No  conversion  in  violation  of  this  paragraph  but  otherwise  in
accordance with this  Certificate of Designation  shall affect the status of the
Common Stock  issued upon such  conversion  as validly  issued,  fully-paid  and
nonassessable.


               (c) Notice of  Conversion.  The  right  of  conversion  shall  be
exercised  by the holder  thereof  by giving  written  notice  (the  "Conversion
Notice")  to the Corporation,  by  facsimile or  by registered mail or overnight
delivery service,  with a copy  by facsimile  to the Corporation's then transfer
agent for its Common Stock, as designated  by the Corporation from time to time,
that  the holder  elects  to convert  a specified number  of shares  of Series G
Convertible Preferred Stock  representing  a specified Stated Value thereof into
Common Stock and,  if such conversion will result  in  the conversion  of all of
such holder's shares of  Series G  Convertible  Preferred  Stock,  by  surrender
of  a certificate  or certificates for  the  shares  so to be  converted  to the
Corporation  at  its principal  office  (or such  other  office or agency of the
Corporation  as  the Corporation   may  designate  by  notice  in writing to the
holders  of the  Series G Convertible  Preferred  Stock)  at any time during its
usual business hours  on the date set forth in the Conversion  Notice,  together
with a statement of the name or names (with address) in which the certificate or
certificates  for shares of Common Stock shall be issued.  The Conversion Notice
shall  include  therein  the  Stated  Value  of  shares  of Series G Convertible
Preferred Stock  to  be converted,  and a calculation  (i)  of the Market Price,
(ii) the Conversion Price, and (iii) the number of shares of Common  Stock to be
issued in  connection  with such conversion.   Such  calculations  by the holder
shall be  conclusive  except for manifest error.

               (d) Issuance  of  Certificates;   Time  Conversion  Effected.
(i)  Promptly,  but in  no event more than three  (3)  Trading Days,  after  the
receipt of the  Conversion Notice  referred  to in  Section  5(c)  and surrender
of  the  certificate  or  certificates  for  the  share  or  shares  of Series G
Convertible Preferred Stock to be converted (if required), the Corporation shall
issue and deliver,  or  cause  to  be  issued  and  delivered,  to  the  holder,
registered  in such name  or names as such holder may direct,   a certificate or
certificates  for the number  of whole shares  of Common Stock  into  which such
shares  of  Series G Convertible  Preferred  Stock  have  been  converted.  Such
conversion  shall  be  deemed  to  have been effected on the date on which  such
Conversion   Notice  shall   have  been  received  by the Corporation and at the
time  specified  stated  in  such  Conversion  Notice,  which must be during the
calendar  day of such notice,  and at such time the rights of the holder of such
share  or shares  of Series G Convertible Preferred Stock  shall cease,  and the
person or persons  in whose  name or names any certificate  or certificates  for
shares of Common Stock shall be issuable upon such conversion shall be deemed to
have  become the  holder or holders of record of the shares represented thereby.
Issuance  of shares of Common Stock issuable upon conversion which are requested
to be registered  in a name other than that  of the registered  holder  shall be
subject to  compliance  with all  applicable federal and state securities  laws.

                    (ii)  The  Corporation  understands  that  a  delay  in  the
issuance  of the shares  of Common  Stock  beyond  three (3) Trading  Days could
result in economic loss to the holder.  As  compensation  to the holder for such
loss,  the  Corporation  agrees  to  pay late  payments  to the  holder for late
issuance  of  shares  of  Common Stock upon conversion  in  accordance  with the
following schedule (where "No.  Trading  Days Late" is defined as the number  of
Trading Days beyond three  (3)  Trading  Days from the date  of  receipt  by the
Corporation  of the Conversion Notice):

<TABLE>
<S>                                                       <C>
                No. Trading Days Late                                       Late Payment For Each
                                                                           $10,000 of Stated Value
                                                                           Amount Being Converted
------------------------------------------------------    ----------------------------------------------------------

                          1                                                         $100
                          2                                                         $200
                          3                                                         $300
                          4                                                         $400
                          5                                                         $500
                          6                                                         $600
                          7                                                         $700
                          8                                                         $800
                          9                                                         $900
                         10                                                        $1,000
                         >10                                         $1,000 + $200 for each Trading Day
                                                                             Late beyond 10 days
</TABLE>

The  Corporation   shall  pay  any  payments  incurred  under  this  Section  in
immediately  available  funds upon demand.  Nothing  herein shall limit holder's
right to pursue  injunctive  relief and/or actual damages for the  Corporation's
failure to issue and  deliver  Common  Stock to the holder,  including,  without
limitation,  the holder's  actual  losses  occasioned  by any "buy-in" of Common
Stock necessitated by such late delivery.  Furthermore, in addition to any other
remedies which may be available to the holder, in the event that the Corporation
fails for any reason to effect  delivery of such shares of Common  Stock  within
five (5)  Trading  Days of the date of receipt  of the  Conversion  Notice,  the
holder will be entitled to revoke the relevant Conversion Notice by delivering a
notice to such  effect to the  Corporation  whereupon  the  Corporation  and the
holder shall each be restored to their respective positions immediately prior to
delivery of such Conversion  Notice except that holder shall retain the right to
receive  both the late  payment  amounts set forth above plus the actual cost of
any "buy-in."

                    (iii)  If,  at  any  time (a)  the  Corporation  challenges,
disputes  or denies the right of the  holder  to  effect  the  conversion of the
Series G  Convertible Preferred  Stock into  Common Stock or otherwise dishonors
or  rejects  any Conversion  Notice  properly  delivered in accordance with this
Section 5 or  (b)  any  third party  who is not and has never been an  Affiliate
(as defined in Rule 405 under the  Securities  Act of 1933,  as  amended) of the
holder  obtains a judgment  or order  from any  court or public or  governmental
authority  which denies, enjoins,  limits,  modifies, or delays the right of the
holder hereof to  effect  the  conversion of the Series G Convertible  Preferred
Stock into Common Shares,  then the  holder  shall  have  the  right, by written
notice  to the Corporation,  to  require  the  Corporation  to  promptly  redeem
the Series G Convertible Preferred Stock for cash at a redemption price equal to
one hundred twenty  percent  (120%) of the Stated Value  thereof (the "Mandatory
Purchase  Amount").   Under  any  of  the  circumstances  set  forth  above, the
Corporation shall indemnify a nd hold harmless the holder and be responsible for
the payment of all costs and  expenses of the  holder,  including its reasonable
legal fees and expenses, as and when  incurred in  disputing  any such action or
pursuing  its  rights  hereunder  (in  addition  to  any  other  rights  of  the
holder).  The  Corporation  shall  not  refuse  to honor any  Conversion  Notice
unless  its has actually been enjoined by a court of competent jurisdiction from
doing so,  and  if so enjoined,  the  Corporation  shall post  with such court a
performance  bond equal to 150% of the Stated  Value of the shares  sought to be
converted by the holder which are the subject of such injunction.

                    (iv) To the extent  permitted by applicable law,  the holder
shall  be entitled  to exercise  its  conversion  privilege  notwithstanding the
commencement  of any case  under 11  U.S.C.  ss.  101 et seq.  (the  "Bankruptcy
Code").  In the event the Corporation is a debtor under the Bankruptcy Code, the
Corporation  hereby waives  to the fullest extent permitted any rights to relief
it  may have under  11  U.S.C.  ss. 362 in respect  of  the  holder's conversion
privilege. The Corporation agrees, without  cost or expense the  holder, to take
or consent to any and all action necessary to effectuate  relief under 11 U.S.C.
ss. 362.
               (e) Fractional Shares.  No fractional shares shall be issued upon
conversion  of  Series  G  Convertible  Preferred  Stock into Common Stock.  All
fractional  shares shall be rounded up to the nearest whole share.

               (f)  Reorganization   or   Reclassification.   If   any   capital
reorganization   or reclassification   of the capital stock  of the  Corporation
shall be effected in such a way that  holders of Common  Stock shall be entitled
to receive stock, securities or assets with respect to or in exchange for Common
Stock, or, in the case of any consolidation, merger  or mandatory share exchange
of  the Corporation  with any other company  in  which such other company is the
surviving entity then,  as a condition of such reorganization,  reclassification
or exchange, lawful and adequate  provisions  shall be made  whereby each holder
of a share  or shares of  Series G Convertible  Preferred Stock  shall thereupon
have the right to receive,  upon  the basis and upon  the  terms  and conditions
specified  herein  and in  lieu  of  the  shares  of  Common  Stock  immediately
theretofore  receivable  upon  the  conversion of such share or shares of Series
G Convertible Preferred Stock, such shares of stock, securities or assets as may
be  issued or payable with respect to or in exchange for a number of outstanding
shares  of  such Common Stock equal to the number of shares of such Common Stock
immediately theretofore receivable upon such conversion had such reorganization,
reclassification or exchange not taken  place,  and in any such case appropriate
provisions  shall be made with respect  to the  rights  and  interests  of  such
holder  to the end  that  the  provisions hereof (including  without  limitation
provisions  for adjustments of the conversion  rights  and  the  fixing  of  the
Conversion  Price) shall thereafter be  applicable,  as  nearly  as  may be,  in
relation  to any  shares  of stock, securities or assets thereafter  deliverable
upon the exercise of such conversion rights. For clarity, it is the intention of
the  Corporation  that  the  conversion  rights  of  the holders of the Series G
Convertible Preferred Stock shall survive any consolidation, merger or mandatory
share  exchange  and  that  the  conversion rights  granted  hereunder  shall be
exercisable against any such successor corporation, and shall not  be terminated
or fixed as to amount  upon the consummation of any such transaction.

               (g) Adjustments  for Splits, Combinations, etc.   The  Conversion
Price  and  the number  of  shares  of  Common Stock  into  which  the  Series G
Convertible  Preferred  Stock  shall be convertible  shall be adjusted for stock
splits, stock dividends, combinations or other similar events.  No adjustment to
the Conversion Price will be made for dividends (other than stock dividends), if
any, paid on the Common Stock or for securities  issued pursuant to exercise for
fair value of options or warrants.

          6.   Mandatory Conversion.

               (a)  Mandatory Conversion  Date.  If on or after January 31, 2002
(such  date as  selected  by  the Corporation  being  the  "Mandatory Conversion
Date"),  there  remain issued and outstanding any shares of Series G Convertible
Preferred Stock,  then the Corporation shall be entitled to require all (but not
less than all) holders  of shares of Series G Convertible  Preferred  Stock then
outstanding to convert  their  shares of Series G  Convertible  Preferred  Stock
into shares of Common Stock, at the then effective  Conversion Price pursuant to
Section 5(a) or into cash equal to the number of shares issuable upon conversion
multiplied by the closing bid price of the Common Stock on the Principal  Market
on the Mandatory Conversion  Date.  The Corporation shall provide written notice
(the  "Mandatory Conversion  Notice")  to  the holders  of  shares  of  Series G
Convertible Preferred Stock of such  mandatory conversion or such mandatory buy-
out.  The Mandatory Conversion Notice shall  include (i) the Stated Value of the
shares of Series G  Convertible  Preferred  Stock to be converted or bought out,
(ii) the Conversion Price at the  Mandatory Conversion Date (which  may refer to
a  formula  for determining such  price),  and (iii) the number of shares of the
Corporation's Common Stock to be issued (or the amount of cash to be paid in the
event of a buy-out) upon such mandatory conversion or such mandatory  buy-out at
the then  applicable  Conversion  Price.   Notwithstanding the foregoing,  in no
event shall  the  Corporation convert that  portion  of the Series G Convertible
Preferred Stock  to the extent that (i)  the holder  will not  be able to freely
resell the shares of Common Stock to be received upon such Mandatory Conversion,
either  pursuant  to  an  effective  registration  statement  or  Rule 144(k) or
(ii)  the  issuance  of  Common  Stock  upon  the  conversion  of  such Series G
Convertible Preferred Stock, when combined with shares of Common Stock  received
upon other  conversions  of Series G Convertible Preferred  Stock by such holder
and any other holders of Series G Convertible  Preferred Stock or upon  exercise
of the Stock  Purchase Warrants referred to in Section  5(a), would exceed 19.9%
of  the  Common  Stock  outstanding   on  the   Original  Issuance  Date (unless
stockholder  approval  has  been obtained  as  described  in  Section  5(a),  if
necessary),  or  (iii)  as  to  any  individual holder,  make  such  holder  the
beneficial owner of 4.9% or more of the Company's then-outstanding Common Stock.

               (b)  Surrender  of  Certificates.  On  or  before  the  Mandatory
Conversion Date, each holder of shares of  Series G Convertible  Preferred Stock
shall surrender his or its  certificate or  certificates  for all such shares to
the Corporation at the place designated in such Mandatory Conversion Notice  (or
an affidavit of lost certificate in form and content  reasonably satisfactory to
the Corporation but which shall not require the posting of any bond),  and shall
thereafter  receive  certificates  for the number  of shares of Common  Stock to
which such  holder is  entitled  within three (3) Trading Days. On the Mandatory
Conversion  Date, all rights with respect to the Series G Convertible  Preferred
Stock so converted, including the rights,  if any, to receive notices and  vote,
will terminate.  All  certificates  evidencing  shares  of  Series G Convertible
Preferred Stock that are required to be surrendered for conversion in accordance
with the provisions whereof, from and after the Mandatory Conversion Date, shall
be deemed to have been retired and cancelled, notwithstanding the failure of the
holder  or holders thereof  to surrender such certificates  on or prior  to such
date.  The Corporation  may thereafter  take such  appropriate  action as may be
necessary  to  reduce  the  authorized  Series  G  Convertible  Preferred  Stock
accordingly.

          7. Redemption of Series G Convertible Preferred Stock.

               (a) Right to Redeem Series G Convertible Preferred Stock.  Upon a
thirty (30) day  written  notice any time after the Original  Issuance  Date, or
the closing of a consolidation, merger or mandatory  share exchange in which the
Corporation is not the surviving  entity and in which the only  consideration to
be  received  by  the holders  of the  Corporation's  Common Stock is cash,  the
Corporation may, in its sole discretion,  but shall not be obligated to, redeem,
in whole  but not in part,  the then issued  and outstanding  shares of Series G
Convertible Preferred Stock,  at a price equal to (i) during the ninety (90) day
period  following the Original Issuance Date,  one hundred ten percent (110%) of
the Stated Value,  (ii)  on and after the  91st day and on and before the  120th
day,  one hundred fifteen percent (115%) of the Stated Value, (iii) on and after
the 121st day and on and before the 150th day, one hundred twenty percent (120%)
of the Stated  Value,  (iv)  on and after the 151st day and  on  and  before the
180th day,  one  hundred  twenty  three percent (123%) of the Stated Value,  and
(v) on and after the 181st  day, one hundred and twenty eight percent  (128%) of
the Stated Value,   plus  all  accrued  but  unpaid  dividends,  provided that a
registration statement permitting resale of any shares of Common Stock  issuable
upon  conversion by the holder is then  effective.  Each holder shall have until
the close of  business  on the Redemption Date to elect  instead to convert such
shares  pursuant to Section 5 hereof,  notwithstanding that the shares of Series
G Convertible Preferred Stock are not otherwise  convertible  at such time.  Any
such conversions made pursuant to this Section 7 shall be made at the Conversion
Price established  pursuant to Section 5(a).

               (b) Notice  of  Redemption.  The Corporation shall  provide  each
holder of record of the Series G Convertible Preferred Stock being redeemed with
written notice of redemption  (the  "Redemption  Notice")  not less than 30 days
prior  to  any date stipulated   by the  Corporation  for the  redemption of the
Series  G  Convertible  Preferred  Stock (the "Redemption Date"). The Redemption
Notice shall contain  (i) the Redemption Date,  (ii)  the  number  of  shares of
Series G Convertible Preferred  Stock to be redeemed from the holder to whom the
Redemption Notice is delivered,  and  (iii)  instructions  for  surrender to the
Corporation of the certificate or certificates representing the shares of Series
G Convertible Preferred Stock to be redeemed.

               (c) Surrender of Certificates; Payment of Redemption Price. On or
before the  Redemption  Date,  each holder of the shares of Series G Convertible
Preferred  Stock to be redeemed  shall  surrender  the required  certificate  or
certificates  representing  such shares to the  Corporation  (or an affidavit of
lost certificate in form and content reasonably satisfactory to the Corporation,
but which shall not  require the posting of any bond),  in the manner and at the
place designated in the Redemption Notice, and upon payment to the holder of the
Redemption  Price,  each such  surrendered  certificate  shall be cancelled  and
retired.  If  payment  of  such  redemption  price  is not  made  in full by the
Redemption  Date the Holder  shall  again have the right to convert the Series G
Convertible  Preferred  Stock as provided  in Section 5 hereof,  and the Company
shall  thereafter be precluded from  exercising its rights under this Section 7.
If a certificate is  surrendered  and all the shares  evidenced  thereby are not
being redeemed with the consent of the holder,  the Corporation  shall issue new
certificates  to be  registered  in the  names of the  person(s)  whose  name(s)
appear(s) as the owners on the respective  surrendered  certificates and deliver
such certificate to such person(s).

          8. Notices. In case at any time:

               (a)  the  Corporation  shall declare any dividend upon its Common
Stock payable in cash or stock or make any  other pro rata  distribution to the
holders  of its Common Stock; or

               (b)  the Corporation shall offer for subscription pro rata to the
holders of its Common Stock any additional shares of stock of any class or other
rights; or

               (c)   there  shall   be   any   capital   reorganization   or
reclassification of the capital stock of the  Corporation, or a consolidation or
merger  of the Corporation with or into,  or a sale of all  or substantially all
its assets to, another entity or entities;  or

               (d)  there  shall  be a  voluntary  or  involuntary  dissolution,
liquidation or winding up of the  Corporation;

then,  in any one or more of said cases,  the  Corporation shall give,  by first
class mail, postage prepaid, or by facsimile or by recognized overnight delivery
service to non-U.S.  residents, addressed to each holder of any shares of Series
G Convertible  Preferred  Stock  at  the address  of such holder as shown on the
books of the  Corporation, (i) at least twenty (20) Trading  Days' prior written
notice  of  the date  on which the books  of the  Corporation  shall  close or a
record  shall  be taken  for such dividend,  distribution or subscription rights
or  for  determining  rights  to vote  in  respect  of any such  reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding up and  (ii) in the case of any such  reorganization,  reclassification,
consolidation,  merger,  sale, dissolution, liquidation  or winding up, at least
twenty (20) Trading  Days' prior  written notice of the date when the same shall
take  place.  Such  notice in  accordance with the foregoing  clause  (i)  shall
also  specify,  in the case of any such  dividend,  distribution or subscription
rights, the date on which the holders of Common Stock shall be entitled  thereto
and (ii) shall also specify the date on which the holders of Common  Stock shall
be  entitled to exchange  their   Common Stock for securities or other  property
deliverable  upon such  reorganization, reclassification, consolidation, merger,
sale,  dissolution,  liquidation  or winding up, as the case may be.

          9.   Stock to be  Reserved.  The Corporation, upon the  effective date
of  this  Certificate of Designations,  has a sufficient  number  of  shares  of
Common  Stock available  to reserve  for issuance  upon  the  conversion  of all
outstanding  shares of Series G Convertible  Preferred Stock, assuming immediate
conversion.   The Corporation  will at all times reserve and keep  available out
of  its  authorized Common Stock,  solely  for the purpose  of issuance upon the
conversion  of  Series G Convertible Preferred Stock  as  herein provided,  such
number  of shares  of Common Stock as shall then be issuable upon the conversion
of all outstanding shares of  Series G Convertible  Preferred.  The  Corporation
covenants that all shares of Common Stock which shall be so issued shall be duly
and validly  issued,  fully paid  and non-assessable.  The Corporation will take
all  such  action as may  be  so taken  without  violation of any applicable law
or regulation to have a sufficient number  of  authorized  but  unissued  shares
of Common Stock to  issue  upon conversion of the Series G Convertible Preferred
Stock.  The Corporation will not take any action which results in any adjustment
of the conversion  rights if the total number of shares of Common  Stock  issued
and  issuable  after  such action  upon  conversion  of the Series G Convertible
Preferred  Stock would exceed  the total  number of shares of Common  Stock then
authorized  by the  Corporation's Articles of Incorporation.

          10.  No  Reissuance of Series G Convertible  Preferred  Stock.  Shares
of  Series G Convertible Preferred Stock  which  are  converted  into  shares of
Common Stock as provided  herein  shall  not  be  reissued.

          11.  Issue  Tax.  The  issuance  of certificates  for shares of Common
Stock  upon  conversion  of Series G Convertible Preferred Stock  shall  be made
without  charge  to  the holder  for  any United States  issuance tax in respect
thereof,  provided  that the  Corporation  shall not be  required to pay any tax
which  may  be  payable in respect  of any transfer involved in the issuance and
delivery  of any certificate  in a name other  than  that  of the holder  of the
Series G Convertible Preferred Stock which is being converted.

          12.  Closing  of Books.   The  Corporation  will  at no time close its
transfer  books  against  the  transfer  of any Series G  Convertible  Preferred
Stock or of any shares of Common Stock issued or issuable upon the conversion of
any  shares  of  Series  G  Convertible  Preferred Stock  in  any  manner  which
interferes  with the  timely  conversion of such Series G Convertible  Preferred
Stock,  except as may otherwise be required to comply with applicable securities
laws.

          13.  Definitions.  As used in this  Certificate of  Designations,  the
term  "Common Stock" shall mean and include the Corporation's  authorized Common
Stock, $0.001  par  value,   as  constituted  on  the  date  of  filing  of this
Certificate  of Designations, and shall also  include any  capital  stock of any
class of the Corporation thereafter authorized which shall neither be limited to
a fixed sum or  percentage  of par value in respect of the rights of the holders
thereof  to  participate  in  dividends  nor  entitled  to  a  preference in the
distribution   of  assets   upon   the  voluntary  or  involuntary  liquidation,
dissolution  or  winding up  of  the  Corporation;   provided that the shares of
Common Stock   receivable  upon  conversion  of  shares  of Series G Convertible
Preferred Stock shall include  only  shares  designated  as  Common Stock of the
Corporation  on  the  date  of  filing  of  this instrument,   or in case of any
reorganization,  reclassification,  or  stock  split of the  outstanding  shares
thereof,  the  stock,  securities  or  assets provided for in Subparagraph  5(f)
and (g).  Any  capitalized  terms used in this Certificate of  Designations  but
not  defined   herein  shall  have  the  meanings  set  forth  in  that  certain
Convertible Preferred Stock and Warrants Purchase Agreement dated as of February
25, 2000 among the Corporation  and the other persons signatory  thereto, a copy
of which will be provided to any stockholder of the Corporation  upon request to
the Secretary of the  Corporation,  without charge.

          14.  Loss,  Theft, Destruction  of  Preferred  Stock.  Upon receipt of
evidence  satisfactory  to the  Corporation of the loss,  theft,  destruction or
mutilation of certificates representing shares of Series G Convertible Preferred
Stock and, in the case of any such loss,  theft or destruction,  upon receipt of
indemnity  reasonably  satisfactory to the Corporation  (which shall not include
the posting of any bond), or, in the case of any such mutilation, upon surrender
and cancellation of the Series G Convertible  Preferred Stock  certificate,  the
Corporation  shall  make,  issue  and  deliver,  in lieu of such  lost,  stolen,
destroyed or mutilated  certificates  for Series G Convertible  Preferred Stock,
new  certificates  for Series G Convertible  Preferred Stock of like tenor.  The
Series G  Convertible  Preferred  Stock shall be held and owned upon the express
condition  that the  provisions of this Section 14 are exclusive with respect to
the  replacement  of  mutilated,  destroyed,  lost or stolen  shares of Series G
Preferred  Stock  and  shall  preclude  any and all other  rights  and  remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the  replacement of negotiable  instruments or other  securities
without the surrender  thereof.

          15.  Who  Deemed  Absolute Owner.  The Corporation may deem the person
in whose name the Series G Convertible Preferred Stock  shall be registered upon
the registry books of the Corporation to be, and may treat it as,  the  absolute
owner  of  the  Series  G  Convertible  Preferred  Stock  for   the  purpose  of
conversion  of  the  Series G  Convertible  Preferred  Stock  and  for all other
purposes,  and  the  Corporation  shall  not  be  affected  by any notice to the
contrary.  All such payments and such conversion shall be valid and effectual to
satisfy and  discharge the  liability  upon the Series G  Convertible  Preferred
Stock to the extent of the sum or sums so paid or the  conversion  so made.

          16.  Register.  The Corporation shall maintain a transfer agent, which
may be the
transfer  agent  for  the  Common  Stock  or the  Corporation  itself,  for  the
registration of the Series G Convertible  Preferred Stock.  Upon any transfer of
the Series G  Convertible  Preferred  Stock in  accordance  with the  provisions
hereof,  the Corporation  shall register or cause the transfer agent to register
such  transfer  on the  Series  G  Convertible  Preferred  Stock  register.

          17.  Withholding.   To  the  extent  required  by  applicable law, the
Corporation  may withhold  amounts  for or on  account  of any taxes  imposed or
levied  by  or  on  behalf  of  any taxing authority in the United States having
jurisdiction over the Corporation from any  payments made pursuant to the Series
G  Convertible Preferred Stock.

          18. Headings.  The  headings  of  the Sections  of this Certificate of
Designations  are inserted for convenience  only and do not constitute a part of
this Certificate of Designations.


<PAGE>




         IN WITNESS  WHEREOF,  Marco A. Emrich,  President  and Chief  Executive
Officer of the Corporation,  under penalties of perjury, does hereby declare and
certify  that this is the act and deed of the  Corporation  and the facts stated
herein are true and accordingly  has signed this  Certificate of Designations as
of this _____ day of February, 2000.


                               SEDONA CORPORATION


                               By:__________________________________
                                  Marco A. Emrich, President and CEO