EXHIBIT 4.6
                                                                     -----------

                      CERTIFICATE OF DESIGNATION OF SERIES
                   AND DETERMINATION OF RIGHTS AND PREFERENCES

                                       OF

                      SERIES B CONVERTIBLE PREFERRED STOCK

                                       OF

                               CROSSWALK.COM, INC.

            CROSSWALK.COM, INC., a Delaware corporation (the "Company"), acting
pursuant to Section 151 of the General Corporation Law of Delaware, does hereby
submit the following Certificate of Designation of Series and Determination of
Rights and Preferences of its Series B Convertible Preferred Stock.

            FIRST:  The name of the Company is Crosswalk.com, Inc.

            SECOND: By unanimous consent of the Board of Directors (the "Board")
of the Company dated December 17, 2001, the following resolutions were duly
adopted:

            WHEREAS the Certificate of Incorporation of the Company (the
"Certificate of Incorporation") authorizes 5,000,000 shares of preferred stock,
par value $.001 per share ("Preferred Stock"), issuable from time to time in one
or more series;

            WHEREAS the Board of the Company is authorized, subject to
limitations prescribed by law and by the provisions of paragraph four (4) of the
Company's Certificate of Incorporation, to establish and fix the number of
shares to be included in any series of Preferred Stock and the designation,
rights, preferences, powers, restrictions and limitations of the shares of such
series; and

            WHEREAS it is the desire of the Board to establish and fix the
number of shares to be included in a new series of Preferred Stock and the
designation, rights, preferences and limitations of the shares of such new
series.

            NOW, THEREFORE, BE IT RESOLVED that pursuant to paragraph four of
the Company's Certificate of Incorporation, there is hereby established a new
series of Preferred Stock, and that the Board does hereby fix and determine the
designation, rights, preferences, powers, restrictions and limitations set forth
as follows:

SECTION 1.  DESIGNATION; RANK.

            This series of cumulative convertible Preferred Stock shall be
designated and known as the "Series B Preferred Stock." The number of shares
constituting the Series B Preferred Stock shall be 80,000 shares. The Series B
Preferred Stock shall, with respect to dividends and rights upon liquidation,
dissolution or winding up, whether voluntary or involuntary, rank equal to the
Series A Preferred Stock, and prior to the common stock of the Company, par
value $.01 per share (the "Common Stock").
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SECTION 2.  DIVIDENDS.

The holders of outstanding shares of Series B Preferred Stock shall be entitled
to receive a dividend of 6% per annum, payable, at the election of the Board,
out of funds legally available for such purpose or in shares of Common Stock, in
preference and priority to any payment of any dividend on Common Stock. If the
dividend is to be paid in Common Stock, the number of shares shall be determined
by dividing the dividend payable by the average closing price of the Company's
Common Stock for the sixty (60) trading days prior to the dividend declaration
or redemption of the Series B Preferred Stock. If Common Stock issued for
conversion and/or payment of dividends is based on a price lower than $0.64, the
closing price of the Common Stock at the date of the binding agreement, and the
number of shares at this price exceeds 1,591,000 or 20% of the 7,959,721 shares
outstanding at the date of a binding agreement, issuance of said Common Stock
will require the approval of the majority vote of the shareholders of
Crosswalk.com. Upon full conversion of the Series B into common stock, the
cumulative dividend will be canceled. Such dividends shall be payable only when,
as and if declared by the Board, and such dividends shall accrue and be
cumulative.

SECTION 3.  LIQUIDATION PREFERENCE.

        (a) Upon any liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary, but before any distribution or payment shall
be made to the holders of any Common Stock, and in equal preference to the
Series A Preferred Stockholders, the holders of Series B Preferred Stock shall
be entitled to be paid out of the remaining assets of the Company legally
available for distribution with respect to each share of Series B Preferred
Stock an amount equal to the sum of (i) $10 per share, as adjusted for any stock
dividends, combinations or splits with respect to such shares (the "Original
Series B Issue Price") plus (ii) any declared but unpaid dividends thereon (such
sum, the "Series B Liquidation Value"). If upon any such liquidation,
dissolution or winding up of the Company the remaining assets of the Company
available for distribution to its stockholders shall be insufficient to pay the
holders of shares of Series A and Series B Preferred Stock the full Series A and
Series B Liquidation Value, the holders of shares of Series A and Series B
Preferred Stock shall share ratably in any distribution of the remaining assets
of the Company in proportion to the respective amounts which would otherwise be
payable in respect of the shares held by them upon such distribution if all
amounts payable on or with respect to such shares were paid in full.

        (b) After payment in full of the Series A and Series B Liquidation
Value, the remaining assets of the Company legally available for distribution,
if any, shall be distributed to the holders of Common Stock.

        (c) The following events shall be considered a liquidation for purposes
of Section 3(a) above and Section 6 (a) below unless the holders of at least a
majority of the voting power of all then outstanding shares of Series A and
Series B Preferred Stock, voting together as a single class, vote otherwise:

          (i)     any merger, consolidation or other business combination of the
                  Company in which the stockholders of the Company immediately
                  prior to such transaction will, immediately after such
                  transaction (by virtue of securities issued in the transaction
                  or otherwise), beneficially own (as determined pursuant to
                  rule 13d-3 under the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act") capital stock representing less
                  than fifty percent (50%) of the voting power of the surviving
                  entity's voting stock immediately after such transaction (an
                  "Acquisition"); or

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          (ii)    a sale of all or substantially all of the assets of the
                  Company to any other entity, where the Company's stockholders
                  immediately prior to such sale will, immediately after such
                  sale (by virtue of securities issued as consideration for the
                  Company's sale or otherwise), beneficially own (as determined
                  pursuant to Rule 13d-3 under the Exchange Act) capital stock
                  representing less than fifty percent (50%) of the voting power
                  of the acquiring entity's voting stock (an "Asset Transfer").

            (d) In either of the events in Section 3(c) above, if the
consideration received by the Company is other than cash, its value will be
deemed its fair market value as determined in good faith by the Board. Any
securities shall be valued as follows:

          (i)     Securities not subject to investment letter or other similar
                  restrictions on free marketability covered by (ii) below:

I                 (A) If traded on a securities exchange or through the
                      Nasdaq National Market, the value shall be deemed to be
                      the average of the closing prices of the securities on
                      such quotation system over the thirty (30) day period
                      ending three (3) days prior to the closing;

                  (B) If actively traded over-the-counter, the value shall be
                      deemed to be the average of the closing bid or sale prices
                      (whichever is applicable) over the thirty (30) day period
                      ending three (3) days prior to the closing; and

                  (C) If there is no active public market, the value shall be
                      the fair market value thereof, as mutually determined by
                      the Board and the holders of at least a majority of the
                      voting power of all then outstanding shares of Series A
                      and Series B Preferred Stock.

          (ii)    The method of valuation of securities subject to investment
                  letter or other restrictions on free marketability (other than
                  restrictions arising solely by virtue of a stockholder's
                  status as an affiliate or former affiliate) shall be to make
                  an appropriate discount from the market value determined as
                  above in (i)(A),(B) or (C) to reflect the approximate fair
                  market value thereof, as mutually determined by the Board and
                  the holders of at least a majority of the voting power of all
                  then outstanding shares of Series A and Series B Preferred
                  Stock..

SECTION 4.  VOTING RIGHTS.

            Each holder of outstanding shares of Series B Preferred Stock shall
be entitled to the number of votes equal to the number of whole shares of Common
Stock into which all of the shares of Series B Preferred Stock held by such
holder are convertible (as adjusted from time to time pursuant to Section 6
hereof), or the number of Common Stock equivalent shares determined by dividing
the face value of the Preferred Stock by the closing price of the Common Stock
on the date of the binding agreement, whichever is lower, at each meeting of
stockholders of the Company (and written actions of stockholders in lieu of
meetings) with respect to any and all matters presented to the stockholders of
the Company for their action or consideration. Except as provided by law, by the
express provisions hereof, or by the provisions establishing any other series of
Preferred Stock, holders of Series B Preferred Stock and of any outstanding
series of other Preferred Stock shall vote together with the holders of Common
Stock as a single class.

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SECTION 5.  COVENANTS.

            In addition to any other rights provided by law, the Corporation
shall not, without first obtaining the affirmative vote or written consent of
the holders of at least fifty percent (50%) of the outstanding shares of the
Series A and Series B Preferred Stock (i) authorize or create (by
reclassification or otherwise) any new class or series of shares of capital
stock with rights senior or equal to the Series A or Series B Preferred Stock;
(ii) amend or waive any provision of this Corporation's Certificate of
Incorporation or Bylaws in any manner that adversely affects the preferences,
privileges or rights of the Series A or B; (iii) redeem or repurchase Common
Stock or any other junior equity security, except for shares repurchased upon
the termination of an employee, officer, director or consultant pursuant to a
restricted stock purchase agreement; (iv) pay or declare any dividend on the
Common Stock or any other junior equity security other than a dividend in Common
Stock; or (v) liquidate or wind up the Corporation.

SECTION 6.  CONVERSION RIGHTS.

            The holders of the Series B Preferred Stock shall have conversion
rights as follows (the "Conversion Rights"):

(a) Right to Convert. Each share of Series B Preferred Stock shall be
convertible, at the option of the holder thereof, at any time and from time to
time, into such number of fully paid and nonassessable shares of Common Stock as
is determined by dividing the Original Series B Issue Price by the Conversion
Prices (as defined below) in effect at the time of conversion. The Series B
Preferred stock is convertible into an aggregate of 933,269 shares of
Crosswalk.com common stock over the next three years. Consistent with the
offering memorandum, Conversion Prices (the "Conversion Prices") for the three
traunches received are $0.8111, $0.856, and $1.00, or an initial average
Conversion Price of $0.857 per share. The Conversion Prices are the prices at
which shares of Common Stock shall be deliverable upon conversion of Series B
Preferred Stock, without the payment of additional consideration by the holder
thereof. Such initial Conversion Prices and the rate at which shares of Series B
Preferred Stock may be converted into shares of Common Stock, shall be subject
to adjustment as provided below.

(b) Fractional Shares. No fractional shares of Common Stock shall be issued upon
conversion of the Series B Preferred Stock. In lieu of fractional shares, the
Company shall round such fraction to the nearest whole number.

(c) Mechanics of Conversion.

          (i)     In order to convert shares of Series B Preferred Stock into
                  shares of Common Stock, the holder shall surrender the
                  certificate or certificates for such shares of Series B
                  Preferred Stock at the office of the transfer agent (or at the
                  principal office of the Company if the Company serves as its
                  own transfer agent), together with written notice that such
                  holder elects to convert all or any number of the shares
                  represented by such certificate or certificates. Such notice
                  shall state the number of shares of Series B Preferred Stock,
                  which the holder seeks to convert. If required by the Company,
                  certificates surrendered for conversion shall be endorsed or
                  accompanied by a written instrument or instruments of
                  transfer, in form satisfactory to the Company, duly executed
                  by the registered holder or his or its attorney duly
                  authorized in writing. The date of receipt of such
                  certificates and notice by the transfer agent or the Company
                  shall be the conversion date ("Conversion Date"). As soon as
                  practicable after the Conversion Date, the Company shall
                  promptly issue and deliver at such office to such holder a
                  certificate or certificates for the number of

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                  shares of Common Stock to which such holder is entitled. Such
                  conversion shall be deemed to have been made at the close of
                  business on the date of such surrender of the certificate
                  representing the shares of Series B Preferred Stock to be
                  converted, and the person entitled to receive the shares of
                  Common Stock issuable upon such conversion shall be treated
                  for all purposes as the record holder of such shares of Common
                  Stock on such date.

          (ii)    The Company shall at all times during which the Series B
                  Preferred Stock shall be outstanding, reserve and keep
                  available out of its authorized but unissued stock, for the
                  purpose of effecting the conversion of the Series B Preferred
                  Stock, such number of its duly authorized shares of Common
                  Stock as shall from time to time be sufficient to effect the
                  conversion of all outstanding Series B Preferred Stock. Before
                  taking any action which would cause an adjustment reducing the
                  Conversion Prices below the then par value of the shares of
                  Common Stock issuable upon conversion of the Series B
                  Preferred Stock, the Company will take any corporate action
                  which may, in the opinion of its counsel, be necessary in
                  order that the Company may validly and legally issue fully
                  paid and nonassessable shares of Common Stock at such adjusted
                  Conversion Prices.

          (iii)   Upon any conversion, the Company shall promptly pay in cash or
                  Common Stock (at the Common Stock's fair market value
                  determined by the Board as of the date of such conversion) or
                  a combination of cash and Common Stock, any declared but
                  unpaid dividends on the shares of Series B Preferred Stock
                  being converted.

          (iv)    All shares of Series B Preferred Stock which shall have been
                  surrendered for conversion as herein provided shall no longer
                  be deemed to be outstanding and all rights with respect to
                  such shares, including the rights, if any, to receive
                  dividends, notices and to vote, shall immediately cease and
                  terminate on the Conversion Date, except only the right of the
                  holders thereof to receive shares of Common Stock in exchange
                  therefor, and if applicable, cash for any fractional shares of
                  Common Stock. Any shares of Series B Preferred Stock so
                  converted shall be retired and cancelled and shall not be
                  reissued, and the Company may from time to time take such
                  appropriate action as may be necessary to reduce the number of
                  shares of authorized Series B Preferred Stock accordingly.

(d) Adjustments to Conversion Price for Diluting Issues.

          (i)     Special Definitions. For purposes of this Subsection 6(b), the
                  following definitions shall apply:

                  (A) "Option" shall mean rights, options or warrants to
                      subscribe for, purchase or otherwise acquire Common Stock
                      or Convertible Securities, excluding rights or options
                      granted to employees, vendors, officers, directors and
                      executives of, and consultants or shareholders to, the
                      Company in an amount not exceeding the number of Reserved
                      Employee Shares.

                  (B) "Original Issue Date" shall mean the date on which the
                      first share of Series B Preferred Stock is first issued.

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                  (C) "Convertible Securities" shall mean any evidences of
                      indebtedness, shares or other securities directly or
                      indirectly convertible into or exchangeable for Common
                      Stock.

                  (D) "Additional Shares of Common Stock" shall mean all shares
                      of Common Stock issued (or, pursuant to Subsection
                      6(d)(iii) below, deemed to be issued) by the Company after
                      the Original Issue Date, other than Reserved Employee
                      Shares and other than shares of Common Stock issued or
                      issuable:

                      (1) as a dividend or distribution on Series B Preferred
                          Stock;

                      (2) by reason of a dividend, stock split, split-up or
                          other distribution on shares of Common Stock excluded
                          from the definition by the foregoing clause (1);

                      (3) upon the exercise of Options as set forth in
                          Subsection 6(d)(i)(A);

                      (4) upon conversion of shares of Series B Preferred Stock;

                  (E) "Reserved Employee Shares" shall mean shares of Common
                      Stock issued to employees, officers, directors,
                      shareholders and executives of, and consultants or vendors
                      to, the Company upon the exercise of options granted under
                      the Company's employee stock option plans, which plans
                      have been approved by the Company's stockholders.

                  (F) "Rights to Acquire Common Stock" (or "Rights") shall mean
                      all rights issued by the Company to acquire Common Stock
                      whether by exercise of a warrant, option or similar call,
                      or conversion of any existing instruments, in either case
                      for consideration fixed, in amount or by formula, as of
                      the date of issuance.

          (ii)    No Adjustment of Conversion Prices. No adjustment in the
                  number of shares of Common Stock into which the Series B
                  Preferred Stock is convertible shall be made, by adjustment in
                  the applicable Conversion Prices thereof, unless the
                  consideration per share (determined pursuant to Subsection
                  6(d)(v) below) for an Additional Share of Common Stock issued
                  or deemed to be issued by the Company is less than the
                  applicable Conversion Prices in effect on the date of, and
                  immediately prior to, the issue of such additional shares, or
                  if prior to such issuance, the Company receives written notice
                  from the holders of at least a majority of the voting power of
                  all then outstanding shares of Series A and Series B Preferred
                  Stock, voting together as a single class, agreeing that no
                  such adjustment shall be made as the result of the issuance of
                  Additional Shares of Common Stock.

          (iii)   Issue of Securities Deemed Issue of Additional Shares of
                  Common Stock. If the Company at any time or from time to time
                  after the Original Issue Date shall issue any Options or
                  Convertible Securities or Rights to Acquire Common Stock, then
                  the maximum number of shares of Common Stock (as set forth in
                  the instrument relating thereto without regard to any
                  provision contained therein for a subsequent adjustment of
                  such number) issuable upon the exercise of such Options,
                  Rights or, in the case of Convertible Securities, the
                  conversion or exchange of such Convertible Securities, shall
                  be deemed to be Additional Shares of Common Stock issued as of
                  the time of such issue; provided, however, that Additional
                  Shares of Common Stock shall not be

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                  deemed to have been issued unless the consideration per share
                  (determined pursuant to Subsection 6(d)(v) hereof) of such
                  Additional Shares of Common Stock would be less than the
                  applicable Conversion Price in effect on the date of and
                  immediately prior to such issue, or such record date, as the
                  case may be, and provided, further, that in any such case:

                  (A) No further adjustment in the Conversion Prices shall be
                      made upon the subsequent issue of shares of Common Stock
                      upon the exercise of such Options, Rights or conversion or
                      exchange of such Convertible Securities;

                  (B) Upon the expiration or termination of any unexercised
                      Option, Right or Convertible Security, the Conversion
                      Prices shall be adjusted immediately to reflect the
                      applicable Conversion Price which would have been in
                      effect had such Option, Right or Convertible Security (to
                      the extent outstanding immediately prior to such
                      expiration or termination) never been issued; and

                  (C) In the event of any change in the number of shares of
                      Common Stock issuable upon the exercise, conversion or
                      exchange of any Option, Right or Convertible Security,
                      including, but not limited to, a change resulting from the
                      anti-dilution provisions thereof, the Conversion Prices
                      then in effect shall forthwith be readjusted to such
                      Conversion Price as would have been obtained had the
                      Conversion Price adjustment that was originally made upon
                      the issuance of such Option, Right or Convertible Security
                      which were not exercised or converted prior to such change
                      been made upon the basis of such change, but no further
                      adjustment shall be made for the actual issuance of Common
                      Stock upon the exercise or conversion of any such Option,
                      Right or Convertible Security.

          (iv)    Adjustment of Conversion Prices upon Issuance of Additional
                  Shares of Common Stock. If the Company shall at any time after
                  the Original Issue Date issue Additional Shares of Common
                  Stock (including Additional Shares of Common Stock deemed to
                  be issued pursuant to Subsection 6(d)(iii), but excluding
                  shares issued as a dividend or distribution as provided in
                  Subsection 6(e) or upon a stock split or combination as
                  provided in Subsection 6(d)), without consideration, or for a
                  consideration per share less than the applicable Conversion
                  Prices in effect on the date of and immediately prior to such
                  issue, or without the requisite number of notices contemplated
                  by Subsection 6(d)(ii) hereof, then and in such event, such
                  Conversion Prices shall be reduced by a full ratchet
                  anti-dilution adjustment to such lesser price (calculated to
                  the nearest cent), but in no case will convert at a price
                  below $0.70 per share, concurrently with such issuance at a
                  price less than the original Conversion Prices.

                  Notwithstanding the foregoing, the applicable Conversion
                  Prices shall not be reduced if the amount of such reduction
                  would be an amount less than $.05, but any such amount shall
                  be carried forward and reduction with respect thereto made at
                  the time of and together with any subsequent reduction which,
                  together with such amount and any other amount or amounts so
                  carried forward, shall aggregate $.05 or more.

          (iv)    Determination of Consideration. For purposes of this
                  Subsection 6(d), the consideration received by the Company for
                  the issue of any Additional Shares of Common Stock shall be
                  computed as follows:

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                  (A) Cash and Property. Such consideration shall:

                      (1) insofar as it consists of cash, be computed at the
                          aggregate of cash received by the Company, excluding
                          amounts paid or payable for accrued interest or
                          accrued dividends;

                      (2) insofar as it consists of property other than cash, be
                          computed at the fair market value thereof at the time
                          of such issue, as determined in good faith by the
                          Board; and

                      (3) in the event Additional Shares of Common Stock are
                          issued together with other shares or securities or
                          other assets of the Company for consideration which
                          covers both, be the proportion of such consideration
                          so received, computed as provided in clauses (1) and
                          (2) above, as determined in good faith by the Board.

                  (B) Options, Rights and Convertible Securities. The
                      consideration per share received by the Company for
                      Additional Shares of Common Stock deemed to have been
                      issued pursuant to Subsection 6(d)(iii), relating to
                      Options, Rights and Convertible Securities, shall be
                      determined by dividing

                      (1) the total amount, if any, received or receivable by
                          the Company as consideration for the issue of such
                          Options, Rights or Convertible Securities, plus the
                          minimum aggregate amount of additional consideration
                          (as set forth in the instruments relating thereto,
                          without regard to any provision contained therein for
                          a subsequent adjustment of such consideration) payable
                          to the Company upon the exercise of such Options,
                          Rights or the conversion or exchange of such
                          Convertible Securities, by

                      (2) the maximum number of shares of Common Stock (as set
                          forth in the instruments relating thereto, without
                          regard to any provision contained therein for a
                          subsequent adjustment of such number) issuable upon
                          the exercise of such Options, Rights or the conversion
                          or exchange of such Convertible Securities.

          (e)     Adjustment for Stock Splits and Combinations. If the Company
                  shall at any time or from time to time after the Original
                  Issue Date effect a subdivision of the outstanding Common
                  Stock, the Conversion Price(s) then in effect immediately
                  before that subdivision shall be proportionately decreased. If
                  the Company shall at any time or from time to time after the
                  Original Issue Date combine the outstanding shares of Common
                  Stock, the Conversion Price(s) then in effect immediately
                  before the combination shall be proportionately increased. Any
                  adjustment under this paragraph shall become effective at the
                  close of business on the date the subdivision or combination
                  becomes effective.

          (f)     Adjustment for Certain Dividends and Distributions. In the
                  event the Company at any time or from time to time after the
                  Original Issue Date shall make or issue a dividend or other
                  distribution payable in Additional Shares of Common Stock,
                  then and in each such event the Conversion Price(s) shall be
                  decreased as of the time of such issuance, by multiplying the
                  Conversion Price(s) by a fraction, the numerator of which
                  shall be the total number of

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                  shares of Common Stock issued and outstanding immediately
                  prior to the time of such issuance, and the denominator of
                  which shall be the total number of shares of Common Stock
                  issued and outstanding immediately prior to the time of such
                  issuance plus the number of shares of Common Stock issuable in
                  payment of such dividend or distribution.

          (g)     Adjustments for Other Dividends and Distributions. In the
                  event the Company at any time, or from time to time after the
                  Original Issue Date shall make or issue, a dividend or other
                  distribution payable in securities of the Company other than
                  shares of Common Stock, then and in each such event provision
                  shall be made so that the holders of shares of the Series B
                  Preferred Stock shall receive upon conversion thereof in
                  addition to the number of shares of Common Stock receivable
                  thereupon, the amount of securities of the Company that they
                  would have received had their Series B Preferred Stock been
                  converted into Common Stock on the date of such event and had
                  thereafter, during the period from the date of such event to
                  and including the Conversion Date, retained such securities
                  receivable by them as aforesaid during such period given
                  application to all adjustments called for during such period,
                  under this paragraph with respect to the rights of the holders
                  of the Series B Preferred Stock.

          (h)     Adjustment for Reclassification, Exchange, or Substitution. If
                  the Common Stock issuable upon the conversion of the Series B
                  Preferred Stock shall be changed into the same or a different
                  number of shares of any class or classes of stock, whether by
                  capital reorganization, reclassification, or otherwise (other
                  than a subdivision or combination of shares or stock dividend
                  provided for above), then and in each such event the holder of
                  each share of Series B Preferred Stock shall have the right
                  thereafter to convert such share into the kind and amount of
                  shares of stock and other securities and property receivable
                  upon such reorganization, reclassification, or other change,
                  by holders of the number of shares of Common Stock into which
                  such shares of Series B Preferred Stock might have been
                  converted immediately prior to such reorganization,
                  reclassification, or change, all subject to further adjustment
                  as provided herein.

          (i)     No Impairment. The Company will not, by amendment of its
                  Certificate of Incorporation or through any reorganization,
                  transfer of assets, consolidation, merger, dissolution, issue
                  or sale of securities or any other voluntary action, avoid or
                  seek to avoid the observance or performance of any of the
                  terms to be observed or performed hereunder by the Company,
                  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 Series B
                  Preferred Stock against impairment to the extent required
                  hereunder.

          (j)     Certificate as to Adjustments. Upon the occurrence of each
                  adjustment or readjustment of the Conversion Prices pursuant
                  to this Section 6, the Company at its expense shall promptly
                  compute such adjustment or readjustment in accordance with the
                  terms hereof and furnish to each holder, if any, of Series B
                  Preferred Stock outstanding a certificate setting forth such
                  adjustment or readjustment and showing in detail the facts
                  upon which such adjustment or readjustment is based and shall
                  file a copy of such certificate with its corporate records.
                  The Company shall, upon the reasonable written request of any
                  holder of Series B Preferred Stock, furnish or cause to be
                  furnished to such holder a similar certificate setting forth
                  (i) such adjustments and readjustments, (ii) the Conversion
                  Price(s) then in effect, and (iii) the number of shares of
                  Common Stock and the amount, if any, of other property which
                  then would be received upon the conversion of Series B
                  Preferred Stock. Despite such adjustment or readjustment, the
                  form of each or all Series B Preferred Stock certificates, if
                  the same shall reflect the initial or any subsequent
                  Conversion Price,

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                  need not be changed in order for the adjustments or
                  readjustments to be valid in accordance with the provisions of
                  this Certificate, which shall control.

          (k)     Notice of Record Date. In the event

                  (i)     that the Company declares a dividend (or any other
                          distribution) on its Common Stock payable in Common
                          Stock or other securities of the Company;

                  (ii)    that the Company subdivides or combines its
                          outstanding shares of Common Stock;

                  (iii)   of any reclassification of the Common Stock of the
                          Company (other than a subdivision or combination of
                          its outstanding shares of Common Stock or a stock
                          dividend or stock distribution thereon); or

                  (iv)    of the involuntary or voluntary dissolution,
                          liquidation or winding up of the Company;

            then the Company shall cause to be filed at its principal office and
shall cause to be mailed to the holders of the Series B Preferred Stock at their
last addresses as shown on the records of the Company, or such transfer agent,
at least 10 days prior to the record date specified in (A) below or 20 days
before the date specified in (B) below, a notice stating

                          (A) the record date of such dividend, distribution,
                              subdivision or combination, 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, subdivision or combination
                              are to be determined, or

                          (B) the date on which such reclassification,
                              dissolution, liquidation or winding up is expected
                              to become effective, and 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 reclassification,
                              dissolution or winding up.

SECTION 7.  REDEMPTION.

         (a) Upon the third anniversary of the closing of the Original Issue
Date (as defined in Section 6(d)(i) above), the Company at its option may
redeem, out of its available cash or cash equivalents, any amount of the then
outstanding and not previously converted (pursuant to Section 6) Series B
Preferred Stock issued on the Original Issue Date, at a price per share equal to
the Original Series B Issue Price, plus any declared, but unpaid dividends
thereon. At any time subsequent to the third anniversary of the Original Issue
Date, the Company at its option may redeem, out of its available cash or cash
equivalents, any amount of the then outstanding and not previously converted
(pursuant to Section 6) Series B Preferred Stock exchanged on the Original
Closing Date, at a price per share equal to the Original Series B Issue Price,
plus any declared, but unpaid dividends thereon, upon notice provided in
accordance with Section 7(b). Shares subject to redemption pursuant to this
Section shall be redeemed from each holder of Series B Preferred Stock on a pro
rata basis.

         (b) At least thirty (30) days prior to the dates that the Company
elects to redeem shares of the Series B Preferred Stock pursuant to Section 7(a)
(each a "Redemption Date," together the "Redemption Dates"), the Company shall
send a notice (the "Redemption Notice") to all holders of the outstanding Series
B Preferred Stock of such redemption to be effected, specifying the number of
shares to be

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<PAGE>

redeemed from such holder, the Redemption Date, the price per share to be paid
(the "Redemption Price") and the place at which payment may be obtained.

         (c) On or prior to the Redemption Date, the Company shall deposit the
Redemption Price of all shares to be redeemed as of such date with a bank or
trust company having aggregate capital and surplus in excess of $50,000,000, as
a trust fund, with irrevocable instructions and authority to the bank or trust
company to pay, upon receipt of notice from the Company that such holder has
surrendered the Series B Preferred Stock share certificates in accordance with
Section 7(d), the Redemption Price of the shares to their respective holders.
Any moneys deposited by the Company pursuant to this Section 7 for the
redemption of shares thereafter converted into shares of Common Stock pursuant
to Section 6 hereof no later than the fifth (5th) day preceding the Redemption
Date shall be returned to the Company forthwith upon such conversion. The
balance of any funds deposited by the Company pursuant to this Section 7
remaining unclaimed at the expiration of one (1) year following such Redemption
Date shall be returned to the Company promptly upon its written request.

         (d) On such Redemption Date, each holder of shares of Series B
Preferred Stock to be redeemed shall surrender such holder's certificates
representing such shares to the Company in the manner and at the place
designated in the Redemption Notice, and thereupon the Redemption Price of such
shares shall be payable to the order of the person whose name appears on such
certificate or certificates as the owner thereof and each surrendered
certificate shall be canceled. In the event less than all the shares represented
by such certificates are redeemed, a new certificate shall be issued
representing the unredeemed shares. From and after such Redemption Date, all
rights of the holder of such shares as a holder of Series B Preferred Stock
(except the right to receive the Redemption Price without interest upon
surrender of their certificates) shall cease and terminate with respect to such
shares.

         (e) In the event of a call for redemption of any shares of Series B
Preferred Stock, the Conversion Rights (as defined in Section 6) for such Series
B Preferred Stock shall terminate as to the shares designated for redemption at
the close of business on the fifth (5th) day preceding the Redemption Date,
unless default is made in payment of the Redemption Price.

            IN WITNESS WHEREOF, the Company has caused this Certificate to be
executed this 10th day of January 2002.



                                           CROSSWALK.COM, INC.


                                           By:  ______________________________
                                                Name:   Scott Fehrenbacher
                                                Title:  Chief Executive Officer
                                                        and President


ATTEST:


---------------------------
Gary Struzik
Chief Financial Officer




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