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                        EX-3.2
                 Certificate of Designation


                           CERTIFICATE OF DESIGNATION

                                       for

                      SERIES A CONVERTIBLE PREFERRED STOCK

                                       of

                              SYMPOSIUM CORPORATION

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


            SYMPOSIUM CORPORATION, a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), does hereby certify that
pursuant to the authority conferred on the board of directors of the Corporation
(the "Board of Directors") by the Amended and Restated Certificate of
Incorporation, as amended (the "Certificate of Incorporation") of the
Corporation and in accordance with Section 151 of the General Corporation Law of
the State of Delaware, the Board of Directors adopted the following resolution
establishing a series of 25,000 shares of preferred stock of the Corporation
designated as "Series A Convertible Preferred Stock":

            RESOLVED, that pursuant to the authority conferred on the Board of
      Directors by the Certificate of Incorporation, a series of preferred
      stock, par value $.001 per share, of the Corporation is hereby established
      and created, and that the designation and number of shares thereof and the
      voting and other powers, preferences and relative participating, optional
      or other special rights of, the shares of such series and the
      qualifications, limitations and restrictions thereof are as follows:

                      Series A Convertible Preferred Stock

            1. Designation and Amount and Definitions. (a) There shall be a
series of Preferred Stock designated as "Series A Convertible Preferred Stock"
and the number of shares constituting such series shall be 25,000. Such number
of shares may be increased or decreased by the Board of Directors; provided,
however, that no decrease shall reduce the number of shares of Series A
Preferred Stock to fewer than the number of shares then issued and outstanding.
Such series is referred to herein as the "Series A Preferred Stock."
Notwithstanding any other provision in this Certificate of Designation of the
Series A Preferred Stock (the "Certificate of Designation") to the contrary,
such Series A Preferred Stock shall rank senior to the Series B Convertible
Preferred Stock, par value $.001 per share (the "Series B Preferred Stock") and
the Series C Convertible Preferred Stock, par value $.001 per share (the "Series
C Preferred Stock") as to dividends and with respect to the distribution of
assets upon liquidation, dissolution or winding up.

            (b) As used in this Certificate of Designation, except as otherwise
provided in Subsection 4(c), the following terms shall have the following
meanings:

                  (i) "Closing Sale Price" for any security for each trading day
            shall be the reported per share closing sale price of such security
            regular way on the Stock Market on such trading day, or, if there
            were no transactions on such trading day, the average of the
            reported closing bid and asked prices, regular way, of such security
            on the relevant Stock Market on such trading day.

                   (ii) "Fair Market Value" of any asset (including any
            security) means the fair market value thereof determined in good
            faith by the Board of Directors of the Corporation.

                  (iii) "Junior Stock" shall mean the Common Stock, and any
            shares of preferred stock of any series or class of the Corporation,
            whether presently outstanding or hereafter issued, which are junior
            to the shares of Series A Preferred Stock with respect to (i) the
            distribution of assets on


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            any voluntary or involuntary liquidation, dissolution or winding up
            of the Corporation, (ii) dividends or (iii) voting;

                  (iv) "Market Price" shall mean the average Closing Sale Price
            for twenty (20) consecutive trading days, ending with the trading
            day prior to the date as of which the Market Price is being
            determined (with appropriate adjustments for subdivisions or
            combinations of shares effected during such period), provided that
            if the prices referred to in the definition of Closing Sale Price
            with respect to any security cannot be determined on any trading
            day, the Closing Sale Price for such trading day will be deemed to
            equal Fair Market Value of such security on such trading day.

                  (v) "Registered Holders" shall mean, at any time, the holders
            of record of the Series A Preferred Stock.

                  (vi) "Stated Value" shall mean $100.00 per share of Series A
            Preferred Stock (subject to appropriate adjustment for any stock
            split, combination, reclassification or reorganization of the Series
            A Preferred Stock).

                  (vii) The "Stock Market" shall mean, with respect to any
            security, the principal national securities exchange on which such
            security is listed or admitted to trading or, if such security is
            not listed or admitted to trading on any national securities
            exchange, shall mean The Nasdaq National Market System ("NNM") or
            The Nasdaq SmallCap Market ("SCM" and, together with NNM, "Nasdaq")
            or, if such security is not quoted on Nasdaq, shall mean the OTC
            Bulletin Board or, if such security is not quoted on the OTC
            Bulletin Board, shall mean the over-the-counter market as furnished
            by any NASD member firm selected from time to time by the
            Corporation for that purpose.

                  (viii) A "trading day" shall mean a day on which the relevant
            Stock Market is open for the transaction of business.

            2. Dividends and Distributions. (a) The holders, as of the Mandatory
Redemption Date (as hereinafter defined), of the Series A Preferred Stock shall
be entitled to receive dividends on their respective shares of Series A
Preferred Stock at the rate of 16% per annum (computed on the basis of a 360-day
year of twelve 30 day months) of the Stated Value of the Series A Preferred
Stock, payable in cash on the Mandatory Redemption Date; provided that, to the
extent the declaration or payment of such dividend is prohibited by applicable
law, such dividend need not be paid but shall nevertheless accrue and shall be
paid promptly when applicable law permits. Such dividends shall accrue from the
date of issuance.

            (b) All dividends or distributions declared upon the Series A
Preferred Stock shall be declared pro rata per share.

            (c) Any reference to "distribution" contained in this Section 2
shall not be deemed to include any distribution made in connection with or in
lieu of any Liquidation Event (as defined below).

            (d) No interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments on the Series A Preferred
Stock which may be in arrears.

            (e) So long as any shares of the Series A Preferred Stock are
outstanding, no dividends, except as described in the next succeeding sentence,
shall be declared or paid or set apart for payment on any class or series of
stock of the Corporation ranking, as to dividends, on a parity with the Series A
Preferred Stock, for any period unless all dividends have been or
contemporaneously are declared and paid, or declared and a sum sufficient for
the payment thereof set apart for such payment, on the Series A Preferred Stock.
When dividends are not paid in full or a sum sufficient for such payment is not
set apart, as aforesaid, upon the shares of the Series A Preferred Stock and any
other class or series of stock ranking on a parity as to dividends with the
Series A Preferred Stock, all dividends declared upon such other stock shall be
declared pro rata so that the amounts of dividends per share declared on the
Series A Preferred Stock and such other stock shall in all cases bear to each
other the same ratio that accrued dividends per share on the shares of the
Series A Preferred Stock and on such other stock bear to each other.


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            (f) So long as any shares of the Series A Preferred Stock are
outstanding, no other stock of the Corporation ranking on a parity with the
Series A Preferred Stock as to dividends or upon liquidation, dissolution or
winding up shall be redeemed, purchased or otherwise acquired for any
consideration (or any moneys be paid to or made available for a sinking fund or
otherwise for the purchase or redemption of any shares of any such stock) by the
Corporation unless the dividends, if any, accrued on all outstanding shares of
the Series A Preferred Stock shall have been paid or set apart for payment.

            3. Liquidation Preference. (a) In the event of a (i) liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
(ii) a sale or other disposition of all or substantially all of the assets of
the Corporation or (iii) any consolidation, merger, combination, reorganization
or other transaction in which the Corporation is not the surviving entity or
shares of Common Stock constituting in excess of 50% of the voting power of the
Corporation are exchanged for or changed into stock or securities of another
entity, cash and/or any other property (a "Merger Transaction") (items (i), (ii)
and (iii) of this sentence being collectively referred to as a "Liquidation
Event"), after payment or provision for payment of debts and other liabilities
of the Corporation, the holders of the Series A Preferred Stock then outstanding
shall be entitled to be paid out of the assets of the Corporation available for
distribution to its stockholders, whether such assets are capital, surplus, or
earnings, before any payment or declaration and setting apart for payment of any
amount shall be made in respect of any Junior Stock of the Corporation, an
amount equal to the sum of the Stated Value and any dividends owed to the
holders of Series A Preferred Stock as a result of the occurrence of the
Mandatory Redemption Date; provided, however, in the case of a Merger
Transaction, such payment may be made in cash, property (valued as provided in
Subsection 3(b)) and/or securities (valued as provided in Subsection 3(b)) of
the entity surviving such Merger Transaction. In the case of property or in the
event that any such securities are subject to an investment letter or other
similar restriction on transferability, the value of such property or securities
shall be determined in good faith by the Board of Directors of the Corporation.
If upon any Liquidation Event, whether voluntary or involuntary, the assets to
be distributed to the holders of the Series A Preferred Stock shall be
insufficient to permit the payment to such shareholders of the full preferential
amounts aforesaid, then all of the assets of the Corporation to be distributed
shall be so distributed ratably to the holders of the Series A Preferred Stock
on the basis of the number of shares of Series A Preferred Stock held.
Notwithstanding item (iii) of the first sentence of this Subsection 3(a), any
consolidation, merger, combination, reorganization or other transaction in which
the Corporation is not the surviving entity but the stockholders of the
Corporation immediately prior to such transaction own in excess of 50% of the
voting power of the corporation surviving such transaction and own amongst
themselves such interest in substantially the same proportions as prior to such
transaction, shall not be considered a Liquidation Event provided that the
surviving corporation shall make appropriate provisions to ensure that the terms
of this Certificate of Designation survive any such transaction. All shares of
Series A Preferred Stock shall rank as to payment upon the occurrence of any
Liquidation Event senior to the Junior Stock and, unless the terms of such
series shall provide otherwise, senior to all other series of the Corporation's
preferred stock.

            (b) Any securities or other property to be delivered to the holders
of the Series A Preferred Stock pursuant to Subsection 3(a) hereof shall be
valued as follows:

                  (i) Securities not subject to an investment letter or other
            similar restriction on free marketability:

                        (A) If actively traded on a Stock Market, the per share
                  value shall be deemed to be the Market Price of such
                  securities as of the third day prior to the date of valuation.

                        (B) If not actively traded on a Stock Market, the value
                  shall be the Fair Market Value of such securities.

                  (ii) For securities for which there is an active public market
            but which are subject to an investment letter or other restrictions
            on free marketability, the value shall be the Fair Market Value
            thereof, determined by discounting appropriately the per share
            Market Price thereof.

                  (iii) For all other securities, the value shall be the Fair
            Market Value thereof.


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            4. Conversion.

            (a) Right of Conversion. The shares of Series A Preferred Stock
shall be convertible at any time, in whole or in part, at the option of the
holder thereof and upon notice to the Corporation as set forth in Subsection
4(b), into fully paid and nonassessable shares of Common Stock and such other
securities and property as hereinafter provided. The initial conversion price
per share of Common Stock (the "Conversion Price"), shall be $2.00 and shall be
subject to adjustment as provided herein. The rate at which each share of Series
A Preferred Stock is convertible at any time into Common Stock (the "Conversion
Rate") shall be determined by dividing the then existing Conversion Price
(determined in accordance with this Section 4) into the Stated Value; provided,
however, that if the Corporation shall fail to redeem all of the outstanding
Series A Preferred Stock by the Mandatory Redemption Date (as hereinafter
defined), as provided for under Section 5 hereof, the Conversion Price shall
thereafter be the Initial Per Share Exercise Price (as defined in the form of
Warrant attached hereto as Exhibit A).

            (b) Conversion Procedures. Any holder of shares of Series A
Preferred Stock desiring to convert such shares into Common Stock shall
surrender the certificate or certificates evidencing such shares of Series A
Preferred Stock at the office of the transfer agent for the Series A Preferred
Stock, which certificate or certificates, if the Corporation shall so require,
shall be duly endorsed to the Corporation or in blank, or accompanied by proper
instruments of transfer to the Corporation or in blank, accompanied by
irrevocable written notice to the Corporation that the holder elects so to
convert such shares of Series A Preferred Stock and specifying the name or names
(with address) in which a certificate or certificates evidencing shares of
Common Stock are to be issued. The Corporation need not deem a notice of
conversion to be received unless the holder complies with all the provisions
hereof. The Corporation will instruct the transfer agent (which may be the
Corporation) to make a notation of the date that a notice of conversion is
received, which date of receipt shall be deemed to be the date of receipt for
purposes hereof.

            The Corporation shall, as soon as practicable after such deposit of
certificates evidencing shares of Series A Preferred Stock accompanied by the
written notice and compliance with any other conditions herein contained,
deliver at such office of such transfer agent to the person for whose account
such shares of Series A Preferred Stock were so surrendered, or to the nominee
or nominees of such person, certificates evidencing the number of full shares of
Common Stock to which such person shall be entitled as aforesaid, subject to
Subsection 4(e). Subject to the following provisions of this paragraph, such
conversion shall be deemed to have been made as of the date of such surrender of
the shares of Series A Preferred Stock to be converted, and the person or
persons entitled to receive the Common Stock deliverable upon conversion of such
Series A Preferred Stock shall be treated for all purposes as the record holder
or holders of such Common Stock on such date; provided, however, that the
Corporation shall not be required to convert any shares of Series A Preferred
Stock while the stock transfer books of the Corporation are closed for any
purpose, but the surrender of Series A Preferred Stock for conversion during any
period while such books are so closed shall become effective for conversion
immediately upon the reopening of such books as if the surrender had been made
on the date of such reopening, and the conversion shall be at the conversion
rate in effect on such date. No adjustments in respect of any accrued dividends
on shares surrendered for conversion or any dividend on the Common Stock issued
upon conversion shall be made upon the conversion of any shares of Series A
Preferred Stock.

            The Corporation shall at all times, reserve and keep available out
of its authorized but unissued shares of Common Stock, solely for the purpose of
effecting the conversion of the shares of Series A Preferred Stock, such number
of shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of the Series A Preferred Stock.

            All notices of conversion shall be irrevocable; provided, however,
that if the Corporation has sent notice of an event pursuant to Subsection 4(g)
hereof, a holder of Series A Preferred Stock may, at its election, provide in
its notice of conversion that the conversion of its shares of Series A Preferred
Stock shall be contingent upon the occurrence of the record date or
effectiveness of such event (as specified by such holder), provided that such
notice of conversion is received by the Corporation prior to such record date or
effective date, as the case may be.

            (c) Protection Against Dilution.

                  (i) If the Corporation shall (x) pay a dividend or other
distribution, in Common Stock, on the Common Stock, (y) subdivide the
outstanding Common Stock into a greater number of shares or (z) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the Conversion Price in effect immediately prior thereto shall be adjusted so
that the Registered Holder of any shares of Series A Preferred Stock


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thereafter surrendered for conversion shall be entitled to receive the number of
shares of Common Stock that such Registered Holder would have owned or have been
entitled to receive upon the happening of such event had such Series A Preferred
Stock been converted immediately prior to the relevant record date or, if there
is no such record date, the effective date of such event. An adjustment made
pursuant to this Paragraph 4(c)(i) shall become effective immediately after the
record date for the determination of stockholders entitled to receive such
dividend or distribution or shall become effective immediately after the
effective date of such subdivision or combination, as the case may be.

                  (ii) In the event of any capital reorganization or
reclassification, or any consolidation or merger to which the Corporation is a
party other than a merger or consolidation in which the Corporation is the
continuing corporation, or in case of any sale or conveyance to another entity
of the property of the Corporation as an entirety or substantially as an
entirety, or in the case of any statutory exchange of securities with another
corporation (including any exchange effected in connection with a merger of a
third corporation into the Corporation), the holders of Series A Preferred Stock
shall have the right thereafter to receive upon conversion the kind and amount
of securities, cash or other property which the holders would have owned or have
been entitled to receive immediately after such reorganization,
reclassification, consolidation, merger, statutory exchange, sale or conveyance
had the holders converted immediately prior to the effective date of such
reorganization, reclassification, consolidation, merger, statutory exchange,
sale or conveyance and in any such case, if necessary, appropriate adjustment
shall be made in the application of the provisions set forth in this Section 4
with respect to the rights and interests thereafter of the holders of Series A
Preferred Stock to the end that the provisions set forth in this Section 4 shall
thereafter correspondingly be made applicable, as nearly as may reasonably be,
in relation to any shares of stock or other securities or property thereafter
deliverable on the exercise of Series A Preferred Stock. The above provisions of
this Paragraph 4(c)(ii) shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers, statutory exchanges, sales or
conveyances. The issuer of any shares of stock or other securities or property
thereafter deliverable on the exercise of Series A Preferred Stock shall be
responsible for all of the agreements and obligations of the Corporation
hereunder. A sale of all or substantially all of the assets of the Corporation
for a consideration consisting primarily of securities shall be deemed a
consolidation or merger for the foregoing purposes.

                  (d) No adjustment in the Conversion Price shall be required
unless such adjustment would require an increase or decrease of at least $0.01
per share of Common Stock; provided, however, that any adjustments which by
reason of this Subsection 4(d) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Section 4 shall be made to the nearest cent or to the nearest 1/100th
of a share, as the case may be.

                  (e) No Fractional Shares. No fractional shares or scrip
representing fractional shares of Common Stock shall be issued upon conversion
of Series A Preferred Stock. If more than one certificate evidencing shares of
Series A Preferred Stock shall be surrendered for conversion at one time by the
same holder, the number of full shares issuable upon conversion thereof shall be
computed on the basis of the aggregate number of shares of Series A Preferred
Stock so surrendered. Instead of any fractional share of Common Stock which
would otherwise be issuable upon conversion of such aggregate number of shares
of Series A Preferred Stock, the Corporation may elect, in its sole discretion,
independently for each holder, whether such number of shares of Common Stock
will be rounded to the nearest whole share or whether such holder will be given
cash, in lieu of any fractional share, in an amount equal to the same fraction
of the Market Price of the Common Stock as of the close of business on the day
of conversion.

                  (f) Reservation of Shares; Transfer Taxes, Etc. The
Corporation shall at all times reserve and keep available, out of its authorized
and unissued shares of Common Stock, solely for the purpose of effecting the
conversion of the Series A Preferred Stock, such number of shares of its Common
Stock free of preemptive rights as shall be sufficient to effect the conversion
of all shares of Series A Preferred Stock from time to time outstanding. The
Corporation shall use its best efforts from time to time, in accordance with the
laws of the State of Delaware to increase the authorized number of shares of
Common Stock if at any time the number of shares of authorized, unissued and
unreserved Common Stock shall not be sufficient to permit the conversion of all
the then-outstanding shares of Series A Preferred Stock.

            The Corporation shall pay any and all issue or other taxes
(excluding any income taxes) that may be payable in respect of any issue or
delivery of shares of Common Stock on conversion of the Series A Preferred
Stock. The Corporation shall not, however, be required to pay any tax which may
be payable in respect of any transfer involved in the issue or delivery of
Common Stock (or other securities or assets) in a name other than that in which
the shares of Series A Preferred Stock so converted were registered, and no such
issue or delivery shall be made unless and until the


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person requesting such issue has paid to the Corporation the amount of such tax
or has established, to the satisfaction of the Corporation, that such tax has
been paid or need not be paid.

            (g) Prior Notice of Certain Events. In case:

                  (i) the Corporation shall declare any dividend (or any other
            distribution) on the Common Stock; or

                  (ii) the Corporation shall authorize the granting to the
            holders of Common Stock of rights or warrants to subscribe for or
            purchase any shares of stock of any class or of any other rights or
            warrants; or

                  (iii) of any reclassification of Common Stock (other than a
            subdivision or combination of the outstanding Common Stock, or a
            change in par value, or from par value to no par value, or from no
            par value to par value); or

                  (iv) of any consolidation or merger to which the Corporation
            is a party and for which approval of any stockholders of the
            Corporation shall be required, or of the sale or transfer of all or
            substantially all of the assets of the Corporation or of any
            compulsory share exchange whereby the Common Stock is converted into
            other securities, cash or other property; or

                  (v) of any Liquidation Event;

then the Corporation shall cause to be filed with the transfer agent for the
Series A Preferred Stock, and shall cause to be mailed to the Registered
Holders, at their last addresses as they shall appear upon the stock transfer
books of the Corporation, at least 20 days prior to the applicable record date
hereinafter specified, a notice stating (x) the date on which a record (if any)
is to be taken for the purpose of such dividend, distribution or granting of
rights or warrants or, if a record is not to be taken, the date as of which the
holders of Common Stock of record to be entitled to such dividend, distribution,
rights or warrants are to be determined and a description of the cash,
securities or other property to be received by such holders upon such dividend,
distribution or granting of rights or warrants or (y) the date on which such
reclassification, consolidation, merger, sale, transfer, share exchange or
Liquidation Event is expected to become effective, the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities or other property deliverable upon
such exchange or Liquidation Event and the consideration, including securities
or other property, to be received by such holders upon such exchange; provided,
however, that no failure to mail such notice or any defect therein or in the
mailing thereof shall affect the validity of the corporate action required to be
specified in such notice.

            (h) Other Changes in Conversion Rate. The Corporation from time to
time may increase the Conversion Rate by any amount for any period of time if
the period is at least 20 days and if the increase is irrevocable during the
period. Whenever the Conversion Rate is so increased, the Corporation shall mail
to the Registered Holders a notice of the increase at least 15 days before the
date the increased Conversion Rate takes effect, and such notice shall state the
increased Conversion Rate and the period it will be in effect.

            The Corporation may make such increases in the Conversion Rate, in
addition to those required or allowed by this Section 4, as shall be determined
by it, as evidenced by a resolution of the Board of Directors, to be advisable
in order to avoid or diminish any income tax to holders of Common Stock
resulting from any dividend or distribution of stock or issuance of rights or
warrants to purchase or subscribe for stock or from any event treated as such
for income tax purposes.

            Notwithstanding anything to the contrary herein, in no case shall
the Conversion Price be adjusted to an amount less than $.001 per share, the
current par value of the Common Stock into which the Series A Preferred Stock is
convertible.

            (i) Ambiguities/Errors. The Board of Directors of the Corporation
shall have the power to resolve any ambiguity or correct any error in the
provisions relating to the convertibility of the Series A Preferred Stock, and
its actions in so doing shall be final and conclusive.


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            5. Redemption. (a) (i) At any time, the Corporation may redeem (an
"Optional Redemption") the Series A Preferred Stock in whole or in part, by
paying the Redemption Price (as defined below). No later than 60 days following
their issuance, the Corporation shall redeem the Series A Preferred Stock in
whole, by paying, to the holders of the shares of Series A Preferred Stock, the
Redemption Price (such date, the "Mandatory Redemption Date").

            (ii) Within 20 days following the closing of any transaction
occurring after the issuance of the Series A Preferred Stock whereby the
Corporation, as a result of the issuance of debt or equity securities, receives
net proceeds, other than proceeds received as a result of the sale of Series B
Preferred Stock and Series C Preferred Stock, the Corporation shall apply 50% of
net proceeds up to total net proceeds of $500,000 and 100% of any additional net
proceeds (together, the "Net Proceeds") to redeem such number of Series A
Preferred Stock as may be purchased with the Net Proceeds, by paying, to the
holders of the shares of Series A Preferred Stock, the Redemption Price. Such
payment hereunder shall be made ratably among the holders of the Series A
Preferred stock.

            The "Redemption Price" shall mean the sum of the Stated Value and
any dividends owed to the holders of Series A Preferred Stock.

            (b) No greater than 60 nor fewer than 10 days prior to the date of
any Optional Redemption, notice by first class mail, postage prepaid, shall be
given to the holders of record of the Series A Preferred Stock to be redeemed,
addressed to such holders at their last addresses as shown on the stock transfer
books of the Corporation. Each such notice shall specify the date fixed for
redemption, the place or places for surrender of shares of Series A Preferred
Stock and the then effective Conversion Rate pursuant to Section 4.

            Any notice which is mailed as herein provided shall be conclusively
presumed to have been duly given by the Corporation on the date deposited in the
mail, whether or not the holder of the Series A Preferred Stock receives such
notice; and failure properly to give such notice by mail, or any defect in such
notice, to the holders of the shares to be redeemed shall not affect the
validity of the proceedings for the redemption of any other shares of Series A
Preferred Stock. On or after the date fixed for redemption (the "Take-Out Date")
as stated in such notice, each holder of shares called to be redeemed shall
surrender the certificate evidencing such shares to the Corporation at the place
designated in such notice of redemption. After the mailing of such notice, but
before the Take-Out Date as stated therein, all rights whatsoever with respect
to the shares so called for redemption (except the right of the holders to
convert such shares pursuant to Section 4 and to have such shares redeemed upon
surrender of their certificates therefor, pursuant to this Section 5) shall
terminate. On or after the Take-Out Date, notwithstanding that the certificates
evidencing any shares properly called for redemption shall not have been
surrendered, such shares shall no longer be deemed outstanding and all rights
whatsoever with respect to the shares so called for redemption (except the right
of the holders to have such shares redeemed upon surrender of their certificates
therefor, pursuant to this Section 5) shall terminate.

            6. Outstanding Shares. For purposes of this Certificate of
Designation, a share of Series A Preferred Stock, when issued, shall be deemed
outstanding except (i) from the date of redemption, all shares of Series A
Preferred Stock redeemed pursuant to Section 5 and (ii) from the date of
registration of transfer, all shares of Series A Preferred Stock held of record
by the Corporation or any subsidiary of the Corporation.

            7. Warrants. If on or before 60 days after the issuance of the
Series A Preferred Stock the Corporation has not redeemed all outstanding shares
of Series A Preferred Stock as provided for under Section 5(a)(i) hereof, then
the Corporation shall issue to the holders of outstanding Series A Preferred
Stock warrants to purchase 10 shares of Common Stock (appropriately adjusted for
stock splits, combinations and the like) per share of outstanding Series A
Preferred Stock (rounded to the nearest whole share) for each 30-day period
commencing on the day after the Mandatory Redemption Date provided that such
share of Series A Preferred Stock remains outstanding, beginning on the first
day of such 30-day period. Such warrants shall be in substantially the form
attached hereto as Exhibit A.

            8. Status of Acquired Shares. Shares of Series A Preferred Stock
received upon conversion or redemption pursuant to Section 4 or Section 5 or
otherwise acquired by the Corporation will be restored to the status of
authorized but unissued shares of Preferred Stock, without designation as to
class, and may thereafter be issued.

            9. Preemptive Rights. The Series A Preferred Stock is not entitled
to any preemptive or subscription rights in respect of any securities of the
Corporation.


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            10. Severability of Provisions. Whenever possible, each provision
hereof shall be interpreted in a manner as to be effective and valid under
applicable law, but if any provision hereof is held to be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating or otherwise
adversely affecting the remaining provisions hereof. If a court of competent
jurisdiction should determine that a provision hereof would be valid or
enforceable if a period of time were extended or shortened or a particular
percentage were increased or decreased, then such court may make such changes as
shall be necessary to render the provision in question effective and valid under
applicable law.

                            [Signature page follows]


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            IN WITNESS WHEREOF, Tim S. Ledwick, an authorized officer of the
Corporation, acting for and on behalf of the Corporation, has hereunto
subscribed his name this ____ day of January, 2000.

                                          SYMPOSIUM CORPORATION


                                          By: /s/ Tim S. Ledwick
                                              --------------------------------
                                          Name: Tim S. Ledwick
                                          Title: Chief Financial Officer


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