CERTIFICATE OF DESIGNATION
                                      OF
                        CADAPULT GRAPHIC SYSTEMS, INC.

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


                           SERIES A PREFERRED STOCK


      Cadapult Graphic Systems, Inc., a Delaware corporation (the "Company"),
hereby certifies that the following resolution has been duly adopted by the
Board of Directors of the Company:

      RESOLVED, that pursuant to the authority expressly granted to and
vested in the board of directors of the Company (the "Board") by the
provisions of the certificate of incorporation of the Company (as amended,
the "Certificate of Incorporation"), there hereby is created, out of the
5,000,000 shares of preferred stock, par value $.001 per share, of the
Company authorized by Article Fourth of the Certificate of Incorporation (the
"Preferred Stock"), a series of the Preferred Stock consisting of 1,000,000
shares, which series shall have the following powers, designations,
preferences and relative, participating, optional and other special rights,
and the following qualifications, limitations and restrictions:

      1.      Designation.  This series of Preferred Stock shall be
designated "Series A Preferred Stock."

      2.        Dividends.

            (a)      Amount.  The holders of shares of Series A Preferred
Stock shall be entitled to receive dividends on each share of Series A
Preferred Stock held at the annual rate of eleven and one-half percent
(11.5%).

            (b)      Cash Dividends.  Dividends on the Series A Preferred
Stock shall be paid in cash quarterly in arrears, with the first dividend
payment due January 1, 2000.  Upon conversion of any share of Series A
Preferred Stock pursuant to Section 4, all accumulated but unpaid dividends
thereon shall be extinguished.  Dividends shall accumulate with respect to
any share of Series A Preferred Stock from date of issuance.

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            (c)      Dividends Priority.  Unless all dividends shall be
declared and paid in cash in full on all outstanding shares of Series A
Preferred Stock, no dividends shall be declared or paid on, and no assets
shall be distributed or set apart for, any shares of Junior Stock (as defined
below) other than distributions of dividends in shares of the same class and
series of Junior Stock to the holders of Junior Stock in respect of which
such distribution is made.

            (d)      Junior Stock.  "Junior Stock" shall mean (i) each class
of the Company's common stock, par value $.001 per share ("Common Stock"),
and (ii) each other class or series of the Company's capital stock, whether
common, preferred or otherwise, the terms of which do not provide that shares
of such class or series shall rank senior to or on a parity with shares of
the Series A Preferred Stock as to distributions of dividends and
distributions upon the liquidation, winding-up and dissolution of the
Company.

      3.      Liquidation Rights.  Upon the voluntary or involuntary
liquidation, winding-up or dissolution of the Company, the holders of shares
of Series A Preferred Stock shall be entitled to receive out of the assets of
the Company, for each share of Series A Preferred Stock, cash in an amount
equal to the sum of $10.00 (the "Liquidation Value") plus an amount equal to
all accumulated but unpaid dividends per share (whether or not declared)
before any payment or distribution shall be made on Junior Stock, but after
payment of all outstanding indebtedness and all amounts due on liquidation,
dissolution or winding-up in respect of all preferred stock of the Company
which by its terms is senior to the Series A Preferred Stock.  After the
payment in cash to the holders of shares of Series A Preferred Stock of the
full preferential amounts set forth above, the holders of shares of Series A
Preferred Stock as such shall have no right or claim to any of the remaining
assets of the Company.  If the assets of the Company available for
distribution to the holders of shares of Series A Preferred Stock, upon any
liquidation, dissolution or winding-up of the Company, are insufficient to
pay the full preferential amount to which the holders of Series A Preferred
Stock are entitled, then the holders of Series A Preferred Stock shall share
ratably in such distribution of assets in accordance with the amount that
would be payable on such distribution if the amounts to which the holders of
outstanding shares of Series A Preferred Stock were entitled were paid in
full.

      4.      Conversion Rights.

            (a)      Conversion, Per Share Conversion Price.  Each share of
Series A Preferred Stock shall be convertible, at the option of the holder
thereof upon exercise in accordance with Section 4(b), without the payment of
additional consideration, into such number of fully paid and nonassessable
shares of the Company's Common Stock as shall be determined by dividing
$10.00 by the amount determined as follows (as such amount may be adjusted
from time to time pursuant to Section 5, the "Per Share Conversion Price"):

                  (i)       Beginning 30 days after the date of closing of
the initial sale of Series A Preferred Stock by the Company (the "Private
Placement Closing"), $3.25;

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                  (ii)      Upon the twenty four (24) month anniversary of
the Private Placement Closing, an amount equal to seventy five percent (75%)
of the average bid price of the Common Stock during the 90 days preceding
such anniversary;

                  (iii)      Upon the forty eight month anniversary of the
Private Placement Closing, an amount equal to seventy five percent (75%) of
the average bid price of the Common Stock during the 90 days preceding such
anniversary; and

                  (iv)      Notwithstanding anything else contained herein,
the Per Share Conversion Price shall not be less than $2.00.

            (b)      Conversion Procedures.  The optional conversion of
shares of Series A Preferred Stock in accordance with Section 4(a) may be
effected by a holder of record thereof by making written demand for such
conversion (a "Conversion Demand") upon the Company at its principal
executive offices setting forth therein:  (i) the number of shares to be
converted; (ii) the certificate or certificates representing such shares; and
(iii) the proposed date of such conversion, which shall be a business day not
less than 15 nor more than 30 days after the date of such Conversion Demand
(the "Conversion Date").  Within five days of receipt of the Conversion
Demand, the Company shall give written notice (a "Conversion Notice") to such
holder setting forth therein:  (i) the address of the place or places at
which the certificate or certificates representing the shares so to be
converted are to be surrendered; and (ii) whether the certificate or
certificates to be surrendered are required to be indorsed for transfer or
accompanied by a duly executed stock power or other appropriate instrument of
assignment and, if so, the form of such indorsement or power or other
instrument of assignment.  The Conversion Notice shall be sent by first class
mail, postage prepaid, to such holder at such holder's address as may be set
forth in the Conversion Demand.  On or before the Conversion Date, the holder
of Series A Preferred Stock to be converted shall surrender the certificate
or certificates representing such shares, duly indorsed for transfer or
accompanied by a duly executed stock power or other instrument of assignment,
if the Conversion Notice so provides, to the Company at any place set forth
in such notice or, if no such place is so set forth, at the principal
executive offices of the Company.  As soon as practicable after the
Conversion Date and the surrender of the certificate or certificates
representing such shares, the Company shall issue and deliver to such holder,
or its nominee, a certificate or certificates for the number of whole shares
of Common Stock issuable upon such conversion in accordance with the
provisions hereof.  Upon surrender of certificates of Series A Preferred
Stock to be converted in part, the Company shall issue a balance certificate
representing the number of full shares of Series A Preferred Stock not so
converted.

            (c)      Reservation of Common Stock.  The Company shall at all
times when any shares of Series A Preferred Stock shall be outstanding,
reserve and keep available out of its authorized but unissued 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 Series A Preferred Stock.

            (d)      Effect of Conversion.  All outstanding shares of Series
A Preferred Stock to be converted pursuant to the Conversion Notice shall, on
the Conversion Date, be converted into Common Stock for all purposes,
notwithstanding the failure of the holder thereof to surrender any
certificate representing such shares on or prior to such date.  On and after

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the Conversion Date, (i) no such share of Series A Preferred Stock shall be
deemed to be outstanding or be transferable on the books of the Company or
the stock transfer agent, if any, for the Series A Preferred Stock, and (ii)
the holder of such shares, as such, shall not be entitled to receive any
dividends or other distributions, to receive notices or to vote such shares
or to exercise or to enjoy any other powers, preferences or rights in respect
thereof, other than the right, upon surrender of the certificate or
certificates representing such shares, to receive a certificate or
certificates for the number of shares of Common Stock into which such shares
shall have been converted.  On the Conversion Date, all such shares shall be
retired and canceled and shall not be reissued.

      5.      Adjustment of Per Share Conversion Price.

            (a)      Adjustment in the Event of Stock Splits, Dividends,
Subdivisions, Etc.  In case the Company, at any time or from time to time
after the date hereof, shall increase the number of Fully Diluted Shares of
Common Stock (as defined below) by virtue of or in connection with:

                  (i)      any dividend on the Common Stock; or

                  (ii)     any stock split or other subdivision of the
outstanding shares of Common Stock into a greater number of shares of Common
Stock (by reclassification other than by payment of a dividend in Common
Stock);

then the Per Share Conversion Price shall be adjusted, concurrently with such
increase, to a Per Share Conversion Price that would entitle the holder of
such share to receive on conversion thereof the same percentage of the Fully
Diluted Shares of Common Stock that such holder would have received on
conversion thereof immediately prior to such increase.

            (b)      Adjustments for Combinations, etc.  If the outstanding
shares of Common Stock shall be combined or consolidated, by reclassification
or otherwise, into a lesser number of shares of Common Stock (including,
without limitation, pursuant to a reverse stock split), the Per Share
Conversion Price in effect immediately prior to such combination or
consolidation shall, concurrently with the effectiveness of such combination
or consolidation, be proportionately increased.

            (c)      "Fully Diluted Shares of Common Stock".  The term "Fully
Diluted Shares of Common Stock" means the number of shares of Common Stock
after giving effect to the issuance of the shares of Common Stock issuable in
respect of the Series A Preferred Stock upon conversion thereof and all
shares of Common Stock issuable in respect of any and all other shares,
warrants, options and other securities that are convertible, exchangeable or
exercisable for shares of Common Stock.

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      6.      Changes in Capital Stock.

            (a)      In case at any time the Company shall be a party to any
transaction (including, without limitation, a merger, consolidation, sale of
all or substantially all of the Company's assets, liquidation or
recapitalization) in which previously outstanding Common Stock shall be
changed into or exchanged for different securities of the Company (other than
by subdivision of its outstanding shares of Common Stock by reason of which
an adjustment to the Per Share Conversion Price is made under Section 5(a))
or Common Stock or other securities of another corporation or interests in a
noncorporate entity or other property (including cash) or any combination of
any of the foregoing (each such transaction being hereinafter referred to as
the "Transaction"), then, as a condition to the consummation of the
Transaction, lawful and adequate provisions shall be made so that each holder
of a share of Series A Preferred Stock, upon the conversion thereof, at any
time on or after the consummation of the Transaction, shall be entitled to
receive, and such shares of Series A Preferred Stock shall thereafter
represent the right to receive, in lieu of the Common Stock or other
securities issuable upon such exercise prior to such consummation, the
highest amount of securities, cash or other property to which such holder
would actually have been entitled as a shareholder upon the consummation of
the Transaction if such holder had converted those shares of Series A
Preferred Stock immediately prior thereto.

            (b)      Notwithstanding anything contained herein to the
contrary, the Company shall not effect any Transaction unless prior to the
consummation thereof each corporation or entity (other than the Company) that
may be required to deliver any securities, cash or other property upon the
conversion of shares of Series A Preferred Stock as provided herein shall
assume, by written instrument delivered to, and reasonably satisfactory to,
the holders of a majority of the outstanding shares of Series A Preferred
Stock, the obligation to deliver to such holder such securities, cash or
other property as to which, in accordance with the foregoing provisions, such
holder may be entitled, and such corporation or entity shall have similarly
delivered to the holder of the shares of Series A Preferred Stock an opinion
of counsel for such corporation or entity, satisfactory to the holders, which
opinion shall state that the shares of Series A Preferred Stock and the
provisions of this certificate of designation, including, without limitation,
the conversion provisions, shall thereafter continue in full force and effect
and shall be enforceable against the Company and such corporation or entity
in accordance with the terms hereof and thereof, together with such other
matters as such holder may reasonably request.

      7.      Report or Certificate as to Adjustments.  In each case of any
adjustment or readjustment in the shares of Common Stock (or other
securities) issuable upon the conversion of a share of Series A Preferred
Stock, the Company at its expense will promptly deliver a certificate of the
Chief Financial Officer showing in reasonable detail the computation of such
adjustment or readjustment in accordance with the terms of this certificate
of designation.  The Company shall also cause independent certified public
accountants of recognized national standing (which may be the regular
auditors of the Company) selected by the Company to verify such computation
and prepare a report setting forth such adjustment or readjustment and
showing in detail the method of calculation thereof and the facts upon which
such adjustment or readjustment is based.  The Company will forthwith (and in
any event not later than 30 days following the occurrence of the event
requiring such adjustment) furnish a copy of each such

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report to each holder, and will, upon the written request at any time of a
holder, furnish to such holder a like report setting forth the Per Share
Conversion Price at the time in effect and showing how it was calculated.
The Company will also keep copies of all such reports at its principal office
and will cause the same to be available for inspection at such office during
normal business hours by each holder or any prospective purchaser of shares
of Series A Preferred Stock designated by the holder thereof.

      8.      Notices of Corporate Action.  In the event of:

            (i)      any taking by the Company 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 stock of any
class or any other securities or property, or to receive any other right; or

            (ii)     any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company, any
consolidation or merger involving the Company and any other person or any
transfer of all or substantially all the assets of the Company to any other
person; or

            (iii)      any voluntary or involuntary dissolution, liquidation
or winding-up of the Company; or

            (iv)       any plan or proposal by the Company to register shares
of the Common Stock with the Securities and Exchange Commission;

the Company will deliver to the holder a notice specifying (x) the date or
expected date on which any such record is to be taken for the purpose of such
dividend, distribution or right, and the amount and character of such
dividend, distribution or right, (y) the date or expected date on which any
such reorganization, reclassification, recapitalization, consolidation,
merger, transfer, dissolution, liquidation or winding-up is to take place and
the time, if any such time is to be fixed, as of which the holders of record
of Common Stock (or other securities) shall be entitled to exchange their
shares of Common Stock (or other securities) for the securities or other
property deliverable upon such reorganization, reclassification,
recapitalization, consolidation, merger, transfer, dissolution, liquidation
or winding-up or (z) the date or expected date of the filing of the initial
registration statement with respect to such shares of Common Stock.  Such
notice shall be furnished at least 30 days prior to the date therein
specified; provided, however, if such date is prior to a public announcement
relating to the events set forth and on such date the Company is either bound
by an agreement with a third party of confidentiality with respect to the
corporate action the subject of this Section 8, or the Company's securities
are traded or quoted on any recognized national securities exchange or
quotation system, then such notice shall be provided to each holder of a
share of Series A Preferred Stock simultaneously with the notice provided to
the Company's stockholders.

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      9.      Redemption.

            (a)      The Company may, at its option, redeem all or any
portion of the outstanding shares of Series A Preferred Stock at any time at
an amount equal to $15.00 per share, plus all accrued and unpaid dividends
(the "Redemption Price").

            (b)      Written notice of any redemption of shares of Series A
Preferred Stock (a "Notice of Redemption"), specifying the time and place of
redemption, shall be mailed by certified mail, return receipt requested, at
least 30, and not more than 45, days prior to the date specified for
redemption (the "Redemption Date"), to each registered holder of the shares
to be redeemed at the holder's last address as it appears on the Company's
books.  On or after the Redemption Date, each holder of shares of Series A
Preferred Stock called for redemption shall surrender his certificates for
the shares to the Company at the place specified in the notice and then the
Company shall pay the holder (or shall cause such holder to be paid) the
Redemption Price in cash.

            (c)      Receipt of a Notice of Redemption shall not prevent a
holder from exercising the conversion rights granted pursuant to Section 4.
Notwithstanding the foregoing, any holder exercising such conversion rights
must make a Conversion Demand (as defined in Section 4(b)) not later than 5
days prior to the Redemption Date.

            (d)      Unless the Company defaults in the payment in full of
the Redemption Price, dividends on the shares called for redemption shall
cease to accumulate on the Redemption Date, and all rights of the holders of
the shares by reason of their ownership of the shares shall cease on the
Redemption Date, except the right to receive the Redemption Price on
surrender to the Company of the certificates representing the shares.  After
the Redemption Date, the shares shall not be deemed to be outstanding and
shall not be transferable on the books of the Company, except to the Company.

            (e)      Any shares of Series A Preferred Stock redeemed or
purchased by the Company shall be canceled and shall have the status of
authorized and unissued shares of preferred stock, without designation as to
series.

      10.      Voting Rights.  Holders of shares of Series A Preferred Stock
shall not be entitled to vote on any matter, except as otherwise required by
law or as expressly provided in this certificate.  With respect to any matter
on which the holders of shares of Series A Preferred Stock shall be entitled
to vote, holders of shares of Series A Preferred Stock shall be entitled to
one vote for each share held.

      11.      Consents Required of Holders of Series A Preferred Stock.  As
long as any shares of Series A Preferred Stock are outstanding, the Company
shall not, by amendment to the Certificate of Incorporation, by resolution of
the Board, by consolidation of the Company with, or merger of the Company
into, another corporation, or in any other manner, without the consent of the
holders of a majority of the outstanding shares of Series A Preferred Stock,
either given by vote in person or by proxy at a meeting called for that
purpose or given in writing, materially and adversely alter any provision of
the Series A Preferred Stock.

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            Notwithstanding anything to the contrary contained in this
certificate, the Board from time to time without a vote of the holders of the
shares of Series A Preferred Stock, may decrease the number of shares
constituting the Series A Preferred Stock, but not below such number of
shares of Series A Preferred Stock as are actually outstanding at any such
time.

      12.      Restrictions on Transfer.  Each certificate representing
shares of Series A Preferred Stock and each certificate representing shares
of Common Stock issuable upon conversion of any shares of Series A Preferred
Stock shall be stamped or otherwise imprinted with a legend in substantially
the following form:

      "THE SHARES REPRESENTED BY THIS CERTIFICATE AND ANY
      SHARES ACQUIRED UPON THE CONVERSION OF THE SHARES
      REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE
      ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM
      UNDER SUCH ACT, EXCEPT UNDER CIRCUMSTANCES WHERE
      NEITHER SUCH REGISTRATION NOR SUCH AN EXEMPTION IS
      REQUIRED BY LAW."






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      IN WITNESS WHEREOF, the Company has caused this certificate of
designation to be signed by its President this 22nd day of September, 1999.


                              CADAPULT GRAPHIC SYSTEMS, INC.


                              By:  /s/ Michael W. Levin
                                 ---------------------------
                                    Name:  Michael W.  Levin
                                    Title: President






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