**CERTIFICATE
      OF DESIGNATIONS, PREFERENCES, PRIVILEGES,**




**POWERS
      AND RIGHTS OF**




**SERIES
      D CONVERTIBLE PREFERRED STOCK**




**OF**




**ASKMENOW,
      INC.**




(Under
      Section 151 of the General Corporation Law




of
      the
      State of Delaware)




AskMeNow,
      Inc., a corporation duly organized and existing under the General Corporation
      Law of the State of Delaware (the “Corporation”), does, by its Chief Executive
      Officer, hereby certify that:




**FIRST:**  By
      the
      Second Amended and Restated Certificate of Incorporation of the Corporation
      (the
“Certificate of Incorporation”), the total number of shares of capital stock of
      all classes which the Corporation is authorized to issue is set forth in Section
      4.1 thereof as follows:




“4.1 Authorized
      Shares .
      The
      total number of shares of capital stock which the Corporation shall have
      authority to issue is 310,000,000 shares, consisting of:




(a)
      300,000,000 shares of common stock, par value $.01 per share (“Common Stock”);
      and




(b)
      10,000,000 shares of preferred stock, par value $.01 per share (“Preferred
      Stock”), which the Corporation’s board of directors (the “Board of Directors”)
      may designate in one or more series in accordance with Section 6
      below.”




As
      noted
      in Section 4.1 of the Certificate of Incorporation, and as further provided
      in
      Section 6 of the Certificate of Incorporation, the Board of Directors is
      authorized to provide for the issuances of the shares of the Preferred Stock
      in
      one or more series, and by filing a certificate pursuant to the applicable
      law
      of the State of Delaware, to establish from time to time the number of shares
      to
      be included in each such series, and to fix the designation, powers, preferences
      and rights of the shares of each such series and the qualifications, limitations
      or restrictions thereof.




**SECOND:**  Pursuant
      to the authority vested in the Board of Directors of the Corporation by Sections
      4.1 and 6 of the Certificate of Incorporation, the Board of Directors, at a
      duly
      called meeting held on January 9, 2008, duly created a series of Preferred
      Stock
      designated as “Series D Convertible Preferred Stock” by the following
      resolution:




**WHEREAS:**The
                Corporation is authorized by Section 4.1 of its Certificate of
                Incorporation to issue Ten Million (10,000,000) shares of Preferred
                Stock,
                $.01 par value, in one or more series;
                and









**WHEREAS**:
                Sections 4.1 and 6 of the Certificate of Incorporation expressly
                grant to
                the Board of Directors (pursuant to the provisions of the Certificate
                of
                Incorporation and applicable law) the authority to provide for the
                issuances of the shares of the Preferred Stock in one or more series
                and
                to establish from time to time the number of shares to be included
                in each
                such series and to fix the designation, powers, preferences and rights
                of
                the shares of each such series and the qualifications, limitations
                or
                restrictions thereof.




**NOW,
      THEREFORE, BE IT**




**RESOLVED:**That the Board of Directors deems it advisable to, and does hereby,
                fix
                and designate a series of Preferred Stock, and does hereby give such
                series the designation, powers, preferences, qualifications, limitations
                and restrictions set forth below:




1.  Number
      and Designation; Rank .




(a)  There
      is
      hereby established a series of authorized Preferred Stock, $.01 par value per
      share, of the Corporation, which shall be designated as “Series D Convertible
      Preferred Stock.” A total of Two Million (2,000,000) shares of authorized
      Preferred Stock hereby are designated as Series D Convertible Preferred
      Stock.




(b)  The
      Series D Convertible Preferred Stock shall, with respect to rights on
      liquidation, dissolution and winding up, (i) rank senior to all classes of
      the
      Corporation’s Common Stock, $0.01 par value per share (the “Common Stock”), and
      to each other class of capital stock of the Corporation or series of Preferred
      Stock of the Corporation established hereafter by the Board of Directors, the
      terms of which do not expressly provide that it ranks on a parity with or senior
      to the Series D Convertible Preferred Stock as to rights on liquidation,
      winding-up and dissolution of the Corporation (the “Junior Securities”); (ii)
      rank on a parity with the Corporation’s Series A Preferred Stock, Series B
      Preferred Stock, Series C Preferred Stock and each other class of capital stock
      or series of Preferred Stock of the Corporation established hereafter by the
      Board of Directors, the terms of which expressly provide that such class or
      series will rank on a parity with the Series D Convertible Preferred Stock
      as to
      rights on liquidation, winding-up and dissolution (the “Parity Securities”); and
      (iii) rank junior to each other class of capital stock or series of Preferred
      Stock of the Corporation established hereafter by the Board of Directors, the
      terms of which expressly provide that such class or series will rank senior
      to
      the Series D Convertible Preferred Stock as to rights on liquidation, winding-up
      and dissolution (the “Senior Securities”).




2.  Voting
      Power .
      Except
      as may be otherwise provided by law or the Corporation’s Certificate of
      Incorporation (as the same may be amended and/or restated from time to time),
      the holders of shares of Series D Convertible Preferred Stock shall not be
      entitled to vote on any matters submitted to a vote of the stockholders of
      the
      Corporation. When the Certificate of Incorporation or applicable law provides
      for a vote by the Preferred Stock, each holder of Series D Convertible Preferred
      Stock shall be entitled to that number of votes equal to the largest number
      of
      whole shares of Common Stock into which such holder’s shares of Series D
      Convertible Preferred Stock could be converted, pursuant to the provisions
      of
      Section 5 hereof, at the record date for the determination of stockholders
      entitled to vote on such matter or, if no such record date is established,
      at
      the date such vote is taken or any written consent of stockholders is
      solicited.




-2-




3.  Dividends .




(a)  The
      holders of Series D Convertible Preferred Stock shall be entitled to receive,
      and the Corporation shall be bound to pay, in preference to the holders of
      Common Stock and the holders of any Junior Securities, mandatory annual
      dividends at a rate per annum of Twelve Percent (12.0%) of the Original Issue
      Price (as defined below) per share (the “Series D Dividend”). The Series D
      Dividend shall be payable in shares of Common Stock upon conversion of the
      Series D Convertible Preferred Stock as provided herein.




(b)  The
      Series D Dividend shall accrue and shall be deemed to accrue, whether or not
      earned or declared, on a share of Series D Convertible Preferred Stock
      commencing from and including the date of issuance of such share of Series
      D
      Convertible Preferred Stock through the date of conversion thereof. Such
      dividends for any portion of a full year shall be computed on the basis of
      a
      365-day year. Dividends shall be payable in shares of Common Stock to holders
      of
      record, as they appear on the stock books of the Corporation, of shares of
      the
      Series D Convertible Preferred Stock at the close of business on the date of
      conversion as set forth below.




(c)  The
      date
      on which the Corporation initially issues a share of Series D Convertible
      Preferred Stock shall be deemed its “date of issuance”, regardless of the number
      of times transfer of such share of Series D Convertible Preferred Stock is
      made
      on the certificates that may be issued to evidence such share of Series D
      Convertible Preferred Stock. “Original Issue Price” means, in the case of each
      share of Series D Convertible Preferred Stock, One Dollar ($1.00), subject
      to
      appropriate adjustment to reflect any
      stock
      dividend, stock split, reclassification, reverse stock split, combination or
      other recapitalization event.




-3-




4.  Liquidation
      or Dissolution .




(a)  In
      accordance with, and upon the occurrence of an event described in, Section
      4(b)
      below, the holder of a share of Series D Convertible Preferred Stock shall
      be
      entitled to receive an amount per share equal to the Original Issue Price (for
      purposes hereof, the “Liquidation Preference”, which amount shall be subject to
      equitable adjustment whenever there shall occur a stock dividend, stock split,
      combination, reorganization, recapitalization, reclassification or other similar
      event involving a change in the capital structure of the Series D Convertible
      Preferred Stock), plus an amount equal to all accrued but unpaid dividends
      thereon (including the Series D Dividends), if any.




(b)  In
      the
      event of any voluntary or involuntary liquidation, dissolution or winding-up
      of
      the Corporation, after and subject to the payment in full or provision for
      payment of the debts and other liabilities of the Corporation and amounts
      required to be distributed to the holders of the Senior Securities (if any)
      but
      before any payment or distribution of the assets of the Corporation (whether
      capital or surplus) shall be made to or set apart for the holders of Junior
      Securities, the holder of each share of Series D Convertible Preferred Stock
      and
      any Parity Securities shall be entitled to receive an amount per share equal
      to
      the applicable liquidation preference (which, in the case of the Series D
      Convertible Preferred Stock, shall be equal to the Liquidation Preference set
      forth in (a) above) of such share on the date of distribution; provided *,* however ,
      that if
      upon any liquidation, dissolution or winding up of the Corporation, the assets
      or surplus funds of the Corporation, or proceeds thereof, distributable after
      payment in full or provision for payment of the debts and other liabilities
      of
      the Corporation and any amounts due with respect to the Senior Securities shall
      be insufficient to pay in full the Liquidation Preference to the Series D
      Convertible Preferred Stock and the liquidation payments on any Parity
      Securities, if any, then the assets or surplus funds of the Corporation, or
      the
      proceeds thereof, available for payment or distribution to such holders shall
      be
      distributed among the holders of shares of the Series D Convertible Preferred
      Stock and any such Parity Securities ratably in accordance with the respective
      amounts that would be payable on such shares of Series D Convertible Preferred
      Stock and any such Parity Securities if all amounts payable thereon were paid
      in
      full. Subject to the rights of the holders of any Parity Securities, after
      payment shall have been made in full to the holders of the Series D Convertible
      Preferred Stock, as provided in this Section 4, any other series or class or
      classes of Junior Securities shall, subject to the respective terms and
      provisions (if any) applying thereto, be entitled to receive any and all assets
      remaining to be paid and distributed to holders of capital stock of the
      Company.




(c)  Whenever
      the distribution provided for in this Section 4 shall be payable in property
      other than cash, the value of such distribution shall be the fair market value
      of such property as determined in good faith by the Board of Directors of the
      Corporation unless holders of a majority of the then-outstanding shares of
      Series D Convertible Preferred Stock request, in writing, that an independent
      appraiser perform such valuation, and then by an independent appraiser selected
      by the Board of Directors and reasonably acceptable to holders of a majority of
      the then-outstanding shares of Series D Convertible Preferred Stock.




-4-




5.  Mandatory
      Conversion .




(a)  All
      outstanding shares of Series D Convertible Preferred Stock shall be converted
      into Common Stock automatically, and without further action by any party, upon
      the earlier to occur of (i) the six-month anniversary of the final sale of
      shares of the Series D Convertible Preferred Stock in the Corporation’s
      $2,000,000 offering of Series D Convertible Preferred Stock (the “Anniversary”),
      and (ii) the closing of either (A) a sale or transfer (other than a pledge
      or
      grant of a security interest to a bona fide lender) of all or substantially
      all
      of the assets of the Corporation, other than to or by a wholly-owned subsidiary
      of the Corporation, (B) a merger or other form of corporate reorganization
      with
      or into another corporation (or other entity) in which outstanding shares of
      the
      Corporation are exchanged for securities or other consideration issued, or
      caused to be issued, by the other corporation or its subsidiary and, as a result
      of which transaction, the stockholders of this Corporation own less than 50%
      of
      the voting power of the surviving entity or (C) any other transaction or series
      of transactions to which the Corporation is a party or in which the Corporation
      participates which involves a change in control of a majority of the shares
      of
      Common Stock outstanding immediately prior to such transaction or the first
      of a
      series of transactions (a “Change of Control Transaction”). The number of shares
      of Common Stock which a holder of Series D Convertible Preferred Stock shall
      be
      entitled to receive upon conversion in connection with the Anniversary or a
      Change of Control Transaction shall be the product obtained by multiplying
      the
      Series D Applicable Conversion Rate for the Series D Convertible Preferred
      Stock
      (determined as provided in Section 5(b)) by the number of shares of Series
      D
      Convertible Preferred Stock being converted in connection
      therewith.




(b)  The
      conversion rate in effect at any time for the Series D Convertible Preferred
      Stock (the “Series D Applicable Conversion Rate”) shall be the quotient obtained
      by dividing the sum of the Original Issuance Price and any accrued and unpaid
      dividends thereon (including the Series D Dividends), if any, by the Series
      D
      Applicable Conversion Value as provided in Section 5(c).





(c)  The
      Series D Applicable Conversion Value in effect from time to time, as the same
      may be calculated following adjustment to the Floor in accordance with Section
      5(d) hereof, shall be the greater of (i) the weighted average price of the
      Corporation’s Common Stock for the 10 consecutive trading days prior to the date
      of conversion, less a 40% discount (the “Discounted Weighted Average Price”),
      and (ii) $0.10 (the “Floor”) (the greater of the Discounted Weighted Average
      Price or the Floor hereinafter being referred to as the “Series D Applicable
      Conversion Value”).




-5-





(d)  Upon
      the
      happening of an Extraordinary Common Stock Event (as hereinafter defined),
      the
      Floor shall, simultaneously with the happening of such Extraordinary Common
      Stock Event, be adjusted by multiplying the Floor by a fraction, the numerator
      of which shall be the number of shares of Common Stock outstanding immediately
      prior to such Extraordinary Common Stock Event and the denominator of which
      shall be the number of shares of Common Stock outstanding immediately after
      such
      Extraordinary Common Stock Event, and the product so obtained shall thereafter
      be the new Floor, as adjusted. The Floor, as so adjusted, shall be readjusted
      in
      the same manner upon the happening of any successive Extraordinary Common Stock
      Event(s). For the avoidance of doubt, it is agreed and understood that the
      adjustment contemplated by this Section 5(d) shall only occur with respect
      to
      the Floor and not with respect to the Discounted Weighted Average Price, which
      Discounted Weighted Average Price will automatically reflect any Extraordinary
      Common Stock Event, and that following an Extraordinary Common Stock Event,
      the
      Series D Applicable Conversion Value shall be the greater of the Discounted
      Weighted Average Price (with no adjustment pursuant to this Section 5(d)) and
      the Floor, as adjusted pursuant to this Section 5(d).




An
      “Extraordinary Common Stock Event” shall mean (i) the issue of additional shares
      of Common Stock as a dividend or other distribution on outstanding shares of
      Common Stock, (ii) a subdivision of outstanding shares of Common Stock into
      a
      greater number of shares of Common Stock, (iii) a combination or reverse stock
      split of outstanding shares of Common Stock into a smaller number of shares
      of
      Common Stock, or (iv) a reclassification of the outstanding shares of Common
      Stock.




For
      purposes of this Section 5(d), if a part or all of the consideration received
      by
      the Corporation in connection with the issuance of shares of the Common Stock
      or
      the issuance of any of the securities described in this Section 5(d) consists
      of
      property other than cash, such consideration shall be deemed to have a value
      as
      is reasonably determined in good faith by the Board of Directors of the
      Corporation.




(e)  If
      the
      Common Stock issuable upon the conversion of the Series D Convertible Preferred
      Stock shall be changed into the same or different number of shares of any class
      or classes of capital stock, whether by capital reorganization,
      recapitalization, reclassification or otherwise (other than a subdivision or
      combination of shares or stock dividend provided for elsewhere in this Section
      5, or the sale of all or substantially all of the Corporation’s capital stock or
      assets to any other person), then and in each such event the holder of each
      share of Series D Convertible Preferred Stock shall have the right thereafter
      to
      convert each such share into the kind and amount of shares of capital stock
      and
      other securities and property receivable upon such reorganization,
      recapitalization, reclassification or other change by the holders of the number
      of shares of Common Stock into which such share of Series D Convertible
      Preferred Stock might have been converted immediately prior to such
      reorganization, recapitalization, reclassification or change, all subject to
      further adjustment as provided herein.




-6-





(f)  In
      the
      case of a conversion in connection with a Change of Control Transaction, such
      conversion shall be deemed to have occurred on the business day immediately
      preceding the closing date of such Change of Control Transaction, such that
      the
      holders of the Series D Convertible Preferred Stock shall thereafter be entitled
      to receive the same per share kind and amount of consideration received or
      receivable (including cash) upon such Change of Control Transaction as the
      holders of the Corporation’s Common Stock. In the case of a conversion in
      connection with the Anniversary, such conversion shall be deemed to have
      occurred as of the close of business on the date of such Anniversary, even
      if
      not a business day.




(g)  The
      Corporation shall, upon the written request at any time of any holder of Series
      D Convertible Preferred Stock, furnish or cause to be furnished to such holder
      a
      certificate prepared by the Treasurer or Chief Financial Officer of the
      Corporation setting forth (i) any adjustments and readjustments, (ii) the Series
      D Applicable Conversion Rate 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 D Convertible Preferred
      Stock.





(h)  In
      the
      event of the Anniversary or a Change of Control Transaction, the outstanding
      shares of the Series D Convertible Preferred Stock to be converted shall be
      converted automatically without any further action by the holders of such shares
      and whether or not the certificates representing such shares are surrendered
      to
      the Corporation or its transfer agent; provided , however ,
      that
      the Corporation shall not be obligated to issue certificates evidencing the
      shares of Common Stock issuable upon such conversion unless certificates
      evidencing such shares of Series D Convertible Preferred Stock so converted,
      duly endorsed, are either delivered to the Corporation or its transfer agent
      or
      the holder notifies the Corporation or its transfer agent in writing that such
      certificates have been lost, stolen, or destroyed and executes an agreement
      satisfactory to the Corporation to indemnify the Corporation from any loss
      incurred by it in connection therewith.





(i)  As
      promptly as practicable after receipt by the Corporation of certificates for
      shares of Series D Convertible Preferred Stock surrendered in connection with
      the Anniversary or a Change of Control Transaction and conversion as aforesaid,
      the Corporation shall issue and shall deliver to each holder, or on the holder’s
      written order to the holder’s permitted transferee, a certificate or
      certificates for the whole number of shares of Common Stock issuable upon the
      conversion of such shares in accordance with the provisions of this Section
      5.
      In connection with the conversion of any shares of Series D Convertible
      Preferred Stock, no fractional shares of Common Stock shall be issued, but
      in
      lieu thereof the Corporation shall round up any fractional shares to the nearest
      whole number of shares of Common Stock if the fraction is .5 or above and round
      down if the fraction is below .5. All shares of Common Stock delivered upon
      conversion of the Series D Convertible Preferred Stock will upon delivery be
      duly and validly issued and fully paid and non-assessable, free of all liens
      and
      charges and not subject to any preemptive rights.




-7-





6.  No
      Reissuance of Series D Convertible Preferred Stock .
      No
      share or shares of Series D Convertible Preferred Stock acquired by the
      Corporation by reason of purchase, redemption or otherwise shall be reissued,
      and all such shares shall be cancelled, retired and eliminated from the shares
      which the Corporation shall be authorized to issue. The Corporation may from
      time to time take such appropriate corporate action as may be necessary to
      reduce the authorized number of shares of Series D Convertible Preferred Stock
      accordingly.





7.  No
      Preemptive Rights *.* The
      holders of Series D Convertible Preferred Stock shall have no preemptive
      rights.





8.  Notices
      of Record Date .
      In the
      event of:





(a)  any
      taking by the Corporation of a record of the holders of any class of securities
      for the purpose of determining the holders thereof who are entitled to receive
      any dividend or other distribution, or any right to subscribe for, purchase
      or
      otherwise acquire any shares of capital stock of any class or any other
      securities or property, or to receive any other right, or




(b)  any
      capital reorganization of the Corporation, any reclassification or
      recapitalization of the capital stock of the Corporation, any merger or
      consolidation of the Corporation, or any transfer of all or substantially all
      of
      the assets of the Corporation to any other corporation, or any other entity
      or
      person, or




(c)  any
      voluntary or involuntary dissolution, liquidation or winding up of the
      Corporation,




then
      and
      in each such event the Corporation shall mail or cause to be mailed to each
      holder of Series D Convertible Preferred Stock a notice specifying (i) the
      date
      on which any such record is to be taken for the purpose of such dividend,
      distribution or right and a description of such dividend, distribution or right,
      (ii) the date on which any such reorganization, reclassification,
      recapitalization, transfer, consolidation, merger, dissolution, liquidation
      or
      winding up is expected to become effective, and (iii) the time, if any, that
      is
      to be fixed, as to when the holders of record of Common Stock (or other
      securities) shall be entitled to exchange their shares of Common Stock (or
      other
      securities) for securities or other property deliverable upon such
      reorganization, reclassification, recapitalization, transfer, consolidation,
      merger, dissolution, liquidation or winding up. Such notice shall be mailed
      by
      first class mail, postage prepaid, at least ten (10) days prior to the earlier
      of (1) the date specified in such notice on which such record is to be taken
      and
      (2) the date specified in such notice on which such action is to be
      taken.




-8-




9.  Covenants .
      For so
      long as any shares of Series D Convertible Preferred Stock remain outstanding,
      without the prior written consent of the holders of at least a majority of
      the
      shares of Series D Convertible Preferred Stock then outstanding, the Corporation
      will:




(a)  not
      sell,
      transfer or dispose of a material part of its assets or impose material liens
      on
      its assets, other than liens for taxes not yet due and payable or being
      contested in good faith, mechanics’, materialmen’s or similar liens, and liens
      securing rental or lease payments;




(b)  not
      make
      any loan to any person who is or becomes a shareholder or executive employee
      of
      the Corporation, other than for reasonable advances for expenses in the ordinary
      course of business;




(c)  promptly
      pay and discharge all lawful taxes, assessments and governmental charges or
      levies imposed upon it, its income and profits, or any of its property, before
      the same shall become in default, as well as all lawful claims for labor,
      materials and supplies which, if unpaid, might become a lien or charge upon
      such
      properties or any part thereof; provided , however ,
      that
      the Corporation shall not be required to pay and discharge any such tax,
      assessment, charge, levy or claim so long as the validity thereof shall be
      contested in good faith by appropriate proceedings and the Corporation shall
      set
      aside on its books adequate reserves (if required by generally accepted
      accounting principles) with respect to any such tax, assessment, charge, levy
      or
      claim so contested;




(d)  do
      or
      cause to be done all things necessary to preserve and keep in full force and
      effect its corporate existence, rights and franchises and substantially comply
      with all laws applicable to the Corporation as its counsel may
      advise;




(e)  at
      all
      times maintain, preserve, protect and keep its property used or useful in the
      conduct of its business in good repair, working order and condition (except
      for
      the effects of reasonable wear and tear in the ordinary course of business)
      and
      will, from time to time, make all necessary and proper repairs, renewals,
      replacements, betterments and improvements thereto;




(f)  keep
      adequately insured, by financially sound reputable insurers, all property of
      a
      character usually insured by similar corporations and carry such other insurance
      as is usually carried by similar corporations; and




(g)  at
      all
      times maintain books of account in which all of its financial transactions
      are
      duly recorded in conformance with generally accepted accounting
      principles.




10.  Modification;
      Waiver .
      Any of
      the rights of the holders of Series D Convertible Preferred Stock set forth
      herein may be modified or waived by the affirmative vote of the holders of
      at
      least a majority of the shares of Series D Convertible Preferred Stock then
      outstanding, which modification or waiver shall then be effective for all
      holders of the Series D Convertible Preferred Stock.




-9-




11.  Restrictions
      on Transfer .
      In
      addition to and not in lieu of any other restrictions on transfer imposed by
      applicable law or otherwise, without the express prior written consent of the
      Corporation, no holder of Series D Convertible Preferred Stock may transfer
      shares of Series D Convertible Preferred Stock, and no such shares shall be
      transferred on the books of record of the Corporation, to a transferee that
      the
      Board of Directors of the Corporation determines in good faith (a) competes,
      directly or indirectly, with the business of the Corporation as then-conducted
      or as then proposed to be conducted, or (b) is otherwise adverse to the
      interests of the Corporation and its stockholders.




12.  Issue
      Tax .
      The
      issuance of certificates for shares of Common Stock upon conversion of Series
      D
      Convertible Preferred Stock shall be made without charge to the holders thereof
      for any documentary stamp or other issuance tax in respect thereof, provided that the
      Corporation shall not be required to pay any tax in respect of any transfer
      involved in the issuance and delivery of any certificate in a name other than
      that of the holder of the Series D Convertible Preferred Stock that is being
      converted.




-10-


**IN
      WITNESS WHEREOF** ,
      the
      Corporation has caused this Certificate of Designations to be signed and
      executed in its corporate name by its Chief Executive Officer, effective this
      9th day of January, 2008.


ASKMENOW,
                INC.By:
            /s/
              Darryl CohenDarryl
              Cohen, Chief Executive
              Officer




-11-