NUMBER 001                                          96,001 SHARES

                        CUMULATIVE CONVERTIBLE PREFERRED STOCK
                                       SERIES A

                               SYNAPTX WORLDWIDE, INC.
                   INCORPORATED UNDER THE LAWS OF THE STATE OF UTAH

               This certifies that James M. Gleason is owner of ninety-six
          thousand and one (96,001) shares of fully paid and nonassessable
          cumulative convertible preferred stock, Series A ("Preferred
          Stock") of Synaptx Worldwide, Inc. (the "Corporation"),
          transferable on the books of the Corporation by the holder in
          person or by duly authorized attorney upon surrender of this
          certificate, properly endorsed.

               The Preferred Stock represented by this certificate is
          entitled to an annual dividend of no dollars and twenty-nine
          point seventy-five cents ($0.2975) per share payable out of the
          net profits of the Corporation before any dividend is paid on the
          common stock (other than a dividend payable in common stock) of
          the Corporation.  If net profits in any year are not sufficient
          to pay this dividend, either in whole or in part, then any unpaid
          portion of the dividend will become a charge against the net
          profits of the Corporation, and will be paid in full out of the
          net profits of the Corporation in subsequent years before any
          dividends are paid on the common stock of the Corporation in
          those years.

               The Preferred Stock represented by this certificate is
          entitled to vote at meetings of the shareholders of the
          Corporation, but is not entitled to participate in the profits of
          the Corporation beyond its fixed, preferential annual dividend.

               In accordance with section 1.4.1 of the Agreement between
          the Corporation and James M. Gleason, Shirley Gleason, Michael
          Concialdi and James Gammon dated January 1, 1998, the Preferred
          Stock represented by this certificate has a right of conversion
          into the common stock of the Corporation at zero point six seven
          three six two (0.67362) shares of the common stock of the
          Corporation for every one (1) shares of Preferred Stock held
          ("Conversion") with a minimum of 13,714 shares of Preferred Stock
          convertible in any single transaction, unless the holder is
          redeeming their remaining balance of Preferred Stock.  If a
          Conversion results in fractional shares of common stock of the
          Corporation, such fractional shares will be rounded up or down to
          a whole share amount of common stock.  The Corporation has the
          option to call a Conversion of all or any part of the Preferred
          Stock if the common stock of the Corporation achieves a closing
          price average for a consecutive sixty (60) day trading period of
          five dollars and twenty-five cents ($5.25) (the "Call Option").

               In Witness Whereof, the Corporation has caused this
          certificate to be signed by its duly authorized officers and
          sealed with the seal of the Corporation this 1st day of January,
          1998.

                                    /s/ Ronald L. Weindruch
                                   -------------------------------------
                                   Ronald L. Weindruch, President

                                    /s/ Richard E. Hanik
                                   -------------------------------------
                                   Richard E. Hanik, Secretary