CORNERSTONE INTERNET SOLUTIONS COMPANY

                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
                     AND OTHER RIGHTS AND QUALIFICATIONS OF
                             Class D PREFERRED STOCK

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



         CORNERSTONE  INTERNET SOLUTIONS  COMPANY,  a corporation  organized and
existing  under  the  General  Corporation  Law of the  State of  Delaware  (the
"Corporation"),

         DOES HEREBY CERTIFY:

         FIRST:  That,  pursuant  to  authority  conferred  upon  the  Board  of
Directors of the Corporation  (the "Board") by the Certificate of  Incorporation
of said Corporation,  as amended, and pursuant to the provisions of Sections 151
of the Delaware  General  Corporation Law, said Board duly determined that 9,860
shares of Preferred Stock, $.01 par value per share,  shall be designated "Class
D Preferred Stock," and to that end the Board adopted a resolution providing for
the  designation,  preferences  and relative,  participating,  optional or other
rights,  and the  qualifications,  limitations and restrictions,  of the Class D
Preferred Stock, which resolution is as follows:

                  RESOLVED,  that the Board, pursuant to the authority vested in
         it by  the  provisions  of  the  Certificate  of  Incorporation  of the
         Corporation,  as amended,  hereby creates a class of Preferred Stock of
         the Corporation, par value $.01 per share, to be designated as "Class D
         Preferred  Stock" and to consist of an aggregate of 9,860  shares.  The
         Class D Preferred Stock shall have such  designations,  preferences and
         relative,   participating,   optional   or   other   rights,   and  the
         qualifications, limitations and restrictions as follows:

                  1.  Designations  and Amount.  9,860  shares of the  Preferred
Stock of the Corporation,  par value $.01 per share, shall constitute a class of
Preferred Stock designated as "Class D Convertible  Preferred Stock" (the "Class
D Preferred Stock").

                  2. Rank. The Class D Preferred  Stock shall rank junior to the
class  of  Preferred  Stock  of the  Corporation,  par  value  $.01  per  share,
designated as Class C Preferred Stock (the "Class C Preferred  Stock") and shall
rank senior to all other classes and series of capital stock of the  Corporation
now  or  hereafter  authorized,   issued  or  outstanding,   including,  without
limitation,  the Common Stock,  par value $.01 per share of the Corporation (the
"Common Stock"), and any other classes and series of capital stock


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of  the  Corporation  now  or  hereafter   authorized,   issued  or  outstanding
(collectively,  the "Junior Securities").  In addition, the Corporation will not
issue any class or series of any class or capital  stock  which ranks pari passu
with the  Class D  Preferred  Stock  with  respect  to  rights  on  liquidation,
dissolution or winding up of the Corporation; however, the Corporation may issue
additional shares of the Class D Preferred Stock.

                  3. Dividends. The holders of the Class D Preferred Stock shall
not be entitled to receive any dividends,  cash or otherwise, in connection with
such Class D Preferred  Stock.  No  dividends  shall be payable  upon any Junior
Securities unless equivalent  dividends,  on an as-converted basis, are declared
and paid  concurrently  on the Class D Preferred  Stock.  No dividends  shall be
payable on any other class of  preferred  stock  during such time as the Class D
Preferred Stock remains outstanding.

                  4. Rights on Liquidation, Dissolution or Winding Up, Etc.

                  (a) In the event of any voluntary or involuntary  liquidation,
dissolution  or winding  up of the  Corporation,  the assets of the  Corporation
available for distribution to the stockholders of the Corporation,  whether from
capital,  surplus or earnings,  shall be distributed  in the following  order of
priority:

                           (i) The holders of the Class D Preferred  Stock shall
                  be  entitled  to  receive,  prior  and  in  preference  to any
                  distribution to the holders of any Junior Securities an amount
                  equal  to the  product  of the  stated  value  of the  Class D
                  Preferred  Stock  ($1,250  per  share)  (the  "Stated  Value")
                  multiplied  by 1.1 for each share of Class D  Preferred  Stock
                  then  outstanding,  but in no event  shall the  holders of the
                  Class D Preferred  Stock receive any such  distribution  prior
                  and in preference to the Class C Preferred Stock; and

                           (ii) If there is a  distribution  pursuant to Section
                  4(a)(i)  hereof,  the  remaining  assets  of  the  Corporation
                  available for distribution, if any, to the stockholders of the
                  Corporation  shall  be  distributed  to  the  holders  of  any
                  Preferred  Stock ranking junior to the Class D Preferred Stock
                  and   thereafter  pro  rata  to  the  holders  of  issued  and
                  outstanding shares of Common Stock.

                  (b) If, at any time (the "Change of Control Date"), (i) all or
substantially  all of the  Corporation's  assets are sold as an  entirety to any
person or related  group of persons  other than an Affiliate or  Affiliates  (as
hereinafter defined) of the Corporation,  or (ii) the Corporation is merged into
another  corporation  and the  Corporation  is not the surviving  entity of such
merger, (collectively, the "Change of Control"), then the

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Corporation shall notify the holders of shares of the Class D Preferred Stock in
writing of such  occurrence  and shall make an offer to purchase (the "Change of
Control  Offer")  within the 30th day  following the Change of Control Date (the
"Change of Control Payment Date") all shares of the Class D Preferred Stock then
outstanding  at a purchase  price per share  equal to the  product of the Stated
Value multiplied by 1.1 for each such share of the Class D Preferred Stock.

                  Notice of a Change  of  Control  Offer  shall be mailed by the
Corporation  not less than 30 days nor more than 60 days  before  the  Change of
Control  Payment Date to the holders of shares of the Class D Preferred Stock at
their last  registered  addresses as they appear on the books of the Corporation
or its Transfer  Agent.  The Change of Control  Offer shall remain open from the
time of mailing  until the fifth  business day  preceding  the Change of Control
Payment Date. The notice,  which shall govern the terms of the Change of Control
Offer, shall state:

                  (1) that the Change of Control Offer is being made pursuant to
                  this Section 4(b) and that all shares of the Class D Preferred
                  Stock will be accepted for purchase;

                  (2) the purchase price and the Change of Control Payment Date;

                  (3) that  holders  of shares of the  Class D  Preferred  Stock
                  electing  to have  shares  purchased  pursuant  to a Change of
                  Control  Offer  will be  required  to  surrender  certificates
                  representing  their shares of the Class D Preferred Stock with
                  such  documentation  evidencing  their  election to have their
                  shares purchased as the Corporation shall reasonably  request,
                  to the  Corporation  prior  to the  close of  business  on the
                  Change of Control Payment Date;

                  (4) that holders will be entitled to withdraw  their  election
                  if the  Corporation  receives,  not  later  than the  close of
                  business on the three  Business  Days  preceding the Change of
                  Control   Payment   Date,   a   telegram,   telex,   facsimile
                  transmission  or letter  setting forth the name of the holder,
                  the number of shares of the Class D Preferred Stock the holder
                  delivered  for  purchase  and a statement  that such holder is
                  withdrawing his election to have such shares purchased;

                  (5) that holders whose shares are purchased  only in part will
                  be issued certificates for shares representing the unpurchased
                  portion of the shares surrendered;

                  (6) the  instructions  that  holders  must  follow in order to
                  tender their shares; and

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<PAGE>

                  (7) the circumstances and relevant facts regarding such Change
                  of Control.

                  On the Change of Control Payment Date, the  Corporation  shall
(i) accept for  payment  the shares  tendered  pursuant to the Change of Control
Offer and (ii) promptly  mail to the holder of shares so accepted  payment in an
amount equal to the purchase price.

                  For purposes of this Section 4(b), the term "Affiliate"  shall
mean any person  directly  or  indirectly  controlling,  controlled  by or under
common control with the  Corporation  as of the Change of Control  Payment Date.
For the purposes of this definition,  the beneficial ownership of 10% or more of
the voting common equity of a person shall be deemed to be control.

                  5. Voting Rights. The holders of Class D Preferred Stock shall
be entitled to vote on all matters  submitted  to the holders of Common Stock of
the Corporation. Each share of Class D Preferred Stock shall have that number of
votes  equal to the  number  of shares of  Common  Stock  into  which it is then
convertible  as of the  record  date of the  proposed  stockholder  action.  The
holders of Class D Preferred  Stock  shall also vote as a separate  class on all
matters which the General Corporation Law of the State of Delaware  specifically
requires the holders of the Class D Preferred Stock to vote as a separate class.

                  6. Conversion of Class D Preferred Stock.

                  (a) The  holders  of Class D  Preferred  Stock  shall have the
right  commencing  on the earlier of (i) June 30, 2000 or (ii) at any time after
the closing  price of the Common  Stock shall have been at least $1.50 per share
(subject to adjustment in the event of  subdivision or combination of the shares
of Common Stock) on 15 trading days during any  20-trading day period to convert
each share of Class D Preferred Stock into such whole number of shares of Common
Stock as is equal to the aggregate  Stated Value of the Class D Preferred  Stock
divided by $1.00.

                  (b)  Before  any holder of Class D  Preferred  Stock  shall be
entitled  to convert  the same into shares of Common  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 Class D Preferred Stock, and
shall give written notice to the Corporation at its principal  corporate office,
of the election to convert the same and shall state therein the name or names in
which the  certificate  or  certificates  for  shares of Common  Stock are to be
issued.  The  Corporation  shall, as soon as practicable  thereafter,  issue and
deliver at such  office to such  holder of Class D  Preferred  Stock,  or to the
nominee or nominees of such holder, a certificate or certificates for the number
of shares of Common Stock to which such holder shall be entitled as

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<PAGE>

aforesaid.  Such conversion shall be deemed to have been made immediately  prior
to the close of business on the date of such  surrender of the shares of Class D
Preferred Stock to be converted,  and the person or persons  entitled to receive
the shares of Common Stock  issuable upon such  conversion  shall be treated for
all  purposes as the record  holder or holders of such shares of Common Stock as
of such date.

                  (c) The  Corporation  shall not be required to issue fractions
of shares of Common Stock upon conversion of the Class D Preferred Stock. If any
fractions  of a  share  would,  but for  this  Section,  be  issuable  upon  any
conversion of Class D Preferred  Stock,  in lieu of such fractional  share,  the
Corporation  shall  pay to the  holder,  in cash,  an  amount  equal to the same
fraction of the Closing Price per share of Common Stock.

                  (d) The Corporation  shall reserve and shall at all times have
reserved out of its  authorized but unissued  shares of Common Stock  sufficient
shares of Common Stock to permit the conversion of the then  outstanding  shares
of the Class D Preferred  Stock pursuant to this Section 6. All shares of Common
Stock  which may be issued  upon  conversion  of shares of the Class D Preferred
Stock  pursuant  to this  Section  6 shall be  validly  issued,  fully  paid and
nonassessable.  In order that the  Corporation  may issue shares of Common Stock
upon conversion of shares of the Class D Preferred  Stock,  the Corporation will
endeavor to comply with all  applicable  Federal and State  securities  laws and
will  endeavor to list such shares of Common Stock to be issued upon  conversion
on each securities  exchange on which the Common Stock is listed and endeavor to
maintain  such  listing  for such period of time as either the Class D Preferred
Stock  or  Common  Stock   underlying  such  Class  D  Preferred  Stock  remains
outstanding.

                  (e) The  Conversion  Rate in effect at any time for conversion
of Class D Preferred Stock into Common Stock pursuant to Section 6(a) only shall
be subject to adjustment from time to time as follows:

                  (i) In the event that the Corporation shall (1) pay a dividend
         in shares of  Common  Stock to  holders  of  Common  Stock,  (2) make a
         distribution in shares of Common Stock to holders of Common Stock,  (3)
         subdivide the outstanding  shares of Common Stock into a greater number
         of shares of Common  Stock or (4)  combine  the  outstanding  shares of
         Common  Stock  into a smaller  number of  shares of Common  Stock,  the
         Conversion  Rate in effect  pursuant to Section  6(a) only  immediately
         prior to such action shall be adjusted so that the holder of any shares
         of the Class D Preferred  Stock  thereafter  surrendered for conversion
         pursuant to Section  6(a) only shall be  entitled to receive  only that
         number of shares of Common Stock which he would have owned  immediately
         following  such action had such  shares of the Class D Preferred  Stock
         been converted

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<PAGE>

         immediately  prior thereto.  Such adjustment shall be made whenever any
         event  listed  above  shall  occur  and  shall  become   effective  (A)
         immediately  after  the  record  date in the  case of a  dividend  or a
         distribution  and (B) immediately  after the effective date in the case
         of a subdivision or combination.

                  (ii) In case the Corporation  shall  distribute to all holders
         of Common Stock shares of any class of capital  stock other than Common
         Stock,  evidences  of  indebtedness  or other  assets  (other than cash
         dividends out of current or retained earnings),  or shall distribute to
         substantially  all  holders  of  Common  Stock  rights or  warrants  to
         subscribe for  securities,  then in each such case the Conversion  Rate
         pursuant to Section  6(a) only shall be adjusted so that the same shall
         equal the  number  determined  by  multiplying  the number of shares of
         Common  Stock into which such share of the Class D Preferred  Stock was
         convertible  immediately  prior to the date of such  distribution  by a
         fraction  of which the  numerator  shall be the  current  market  price
         (determined  as provided in Section 6(f)) of Common Stock on the record
         date  mentioned  below,  and of  which  the  denominator  shall be such
         current  market price of Common Stock,  less the then fair market value
         (as determined by the Board of Directors,  whose determination shall be
         conclusive  evidence of such fair  market  value) of the portion of the
         assets  so  distributed  or of such  subscription  rights  or  warrants
         applicable to one share of Common Stock.  Such adjustment  shall become
         effective  immediately  after the record date for the  determination of
         the holders of Common Stock entitled to receive such distribution.

                  (f) The closing  price for each day shall be the last reported
sale price  regular  way or, in case no such  reported  sale takes place on such
date, the average of the daily reported closing bid and asked prices regular way
for ten  consecutive  trading days ending the last trading day before the day in
question,  on the  principal  national  securities  exchange on which the Common
Stock is listed or  admitted to trading or, if not listed or admitted to trading
on any national securities exchange, the closing sale price of the Common Stock,
or in case no reported  sale takes place,  the average of the daily  closing bid
and asked  prices for ten  consecutive  trading days ending the last trading day
before the day in question, on the Nasdaq SmallCap Market ("Nasdaq"),  or if the
Common Stock is not quoted on Nasdaq,  the OTC Electronic  Bulletin Board or any
comparable  system,  the closing  sale price or, in case no reported  sale takes
place, the average of the daily closing bid and asked prices for ten consecutive
trading  days  ending  the last  trading  day  before  the day in  question,  as
furnished by any two members of the National  Association of Securities Dealers,
Inc.  selected from time to time by the  Corporation  for that  purpose.  If the
Common  Stock is not  quoted on Nasdaq,  the  Bulletin  Board or any  comparable
system, the Board of Directors shall in good faith

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<PAGE>

determine the current market price on such basis as it considers appropriate.

                  (g) No adjustment in the Conversion Rate in Section 6(a) shall
be required until cumulative adjustments result in a concomitant change of 1% or
more of the  Conversion  Rate under  Section 6(a) as in effect prior to the last
adjustment of the Conversion Rate under Section 6(a);  provided,  however,  that
any adjustments which by reason of this Section 6(g) are not required to be made
shall be carried  forward and taken into account in any  subsequent  adjustment.
All  calculations  under this  Section 6 shall be made to the nearest cent or to
the nearest one-hundredth of a share, as the case may be.

                  (h) In the  event  that,  as a result  of an  adjustment  made
pursuant to Section 6(e), the holder of any share of the Class D Preferred Stock
thereafter  surrendered  for  conversion  shall  become  entitled to receive any
shares of capital  stock of the  Corporation  other than shares of Common Stock,
thereafter the number of such other shares so receivable  upon conversion of any
shares of the Class D Preferred  Stock shall be subject to adjustment  from time
to time in a manner  and on terms as nearly  equivalent  as  practicable  to the
provisions with respect to the Common Stock contained in this Section 6.

                  (i) The  Corporation  may make such changes in the  Conversion
Rate under Section 6(a), in addition to those  required by this Section 6, as it
considers to be advisable in order that any event treated for Federal income tax
purposes  as a  dividend  of stock or stock  rights  shall not be taxable to the
recipients thereof.

                  (j)  Whenever  the  Conversion  Rate is  adjusted  pursuant to
Section 6(a), the Corporation  shall promptly mail first class to all holders of
record of shares of the Class D Preferred  Stock a notice of the  adjustment and
shall cause to be prepared a certificate signed by a principal financial officer
of the  Corporation  setting  forth  the  adjusted  conversion  rate and a brief
statement of the facts requiring such  adjustment and the  computation  thereof.
Such  certificate  shall  forthwith  be filed with each  transfer  agent for the
shares of the Class D Preferred Stock.

                  (k)  If  any  of  the   following   shall   occur:   (i)   any
reclassification  or change of outstanding  shares of Common Stock issuable upon
conversion of shares of the Class D Preferred  Stock (other than a change in par
value,  or from par value to no par value, or from no par value to par value, or
as a result of a  subdivision  or  combination),  or (ii) any  consolidation  or
merger  to which the  Corporation  is a party  other  than a merger in which the
Corporation  is the  continuing  corporation  and which  does not  result in any
reclassification of, or change (other than a change in name,

                                       -7-

<PAGE>

or par  value,  or from par value to no par  value,  or from no par value to par
value, or as a result of a subdivision or combination) in, outstanding shares of
Common  Stock,  then in addition to all of the rights  granted to the holders of
the Class D Preferred  Stock as  designated  herein,  the  Corporation,  or such
successor or purchasing  corporation,  as the case may be, shall, as a condition
precedent  to such  reclassification,  change,  consolidation,  merger,  sale or
conveyance,  provide  in its  certificate  of  incorporation  or  other  charter
document  that each share of the Class D  Preferred  Stock shall have rights and
adjustments  which shall be as nearly  equivalent as may be  practicable  to the
adjustments  provided  for in this  Section  6.  If,  in the  case  of any  such
reclassification,  change, consolidation,  merger, sale or conveyance, the stock
or other  securities and property  (including  cash)  receivable  thereupon by a
holder of Common Stock includes shares of capital stock or other  securities and
property of a corporation other than the successor  purchasing  corporation,  as
the case may be, in such reclassification,  change, consolidation,  merger, sale
or conveyance,  then the certificate of  incorporation or other charter document
of such other  corporation  shall contain such additional  provisions to protect
the  interests  of the holders of shares of the Class D  Preferred  Stock as the
Board  shall  reasonably  consider  necessary  by reason of the  foregoing.  The
provision   of  this   Section  6(k)  shall   similarly   apply  to   successive
consolidations, mergers, sales or conveyances.

                  (l) In the event any shares of Class D  Preferred  Stock shall
be  converted  pursuant to Section 6 hereof,  the shares so  converted  shall be
cancelled.

                  (m) The Corporation  will not, by amendment of its Certificate
of Incorporation, as amended, 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 but will at all times
in good faith assist in the carrying out of all the provisions of this Section 6
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 Class D Preferred  Stock
against impairment.

                  Such  resolution  was signed by the President and Secretary of
the Corporation.


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<PAGE>

                  IN WITNESS  WHEREOF,  we have  executed  this  Certificate  of
Designation this 6th day of October 1998.


                                   CORNERSTONE INTERNET SOLUTIONS COMPANY


                                   By: /s/ Edward Schroeder
                                       --------------------------------------
                                       Name:  Edward Schroeder
                                       Title: President and Chief
                                              Executive Officer


                                   By: /s/ Kenneth Gruber
                                       -------------------------------------
                                       Name:  Kenneth Gruber
                                      Title:  Chief Financial Officer
                                              and Secretary


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