EXHIBIT 3.1d
                         B-2 Certificate of Designation


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                                  Exhibit 3.1d

                           CERTIFICATE OF DESIGNATION
                                       OF

                          CERTIFICATE OF INCORPORATION
                                       OF

                                  ADSTAR, INC.

      AdStar, Inc., a Delaware corporation (the "Corporation"), acting pursuant
to Section 141 of the Delaware General Corporation Law, does hereby submit the
following Certificate of Designation of Series and Determination of Rights and
Preferences of its Series B-2 Preferred Stock.

      FIRST: The name of the Corporation is AdStar, Inc.

      SECOND: This Certificate of Designation shall be effective as of March 28,
2003.

      THIRD: By a vote of the Board of Directors of the Corporation at a meeting
on December 2, 2002, the following resolutions were duly adopted:

      WHEREAS, the Certificate of Incorporation of the Corporation authorizes
      Preferred Stock consisting of 5,000,000 shares, par value $.0001 per
      share, issuable from time to time in one or more series; and

      WHEREAS, the Board of Directors of the Corporation is authorized, subject
      to limitations prescribed by law and by the provisions of Article FOURTH
      of the Corporation'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 and limitations of the shares of such
      series; and

      WHEREAS, it is the desire of the Board of Directors 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 Article FOURTH of the
      Corporation's Certificate of Incorporation, there is hereby established a
      new series of 2,000,000 shares of Series B-2 Preferred stock of the
      Corporation, par value $.0001 per share, to have the designation, rights,
      preferences, powers, restrictions and limitations set forth in a
      supplement to Article FOURTH as follows:

                         TERMS OF SERIES B-2 CONVERTIBLE
                         PREFERRED STOCK OF ADSTAR, INC.

1.    Designation, Par Value and Number. 2,000,000 shares of authorized Series
      B-2 Preferred of the Corporation are hereby constituted as a series of
      preferred stock, having a par value of $0.0001 per share. In accordance
      with the terms hereof, each share of Series B-2 Preferred shall have the
      same relative rights as and be identical in all respects with each other
      share of Series B-2 Preferred.

2.    Dividends.

      a.    General. Upon the occurrence of a Liquidation Event and to the
            extent permitted under the Delaware


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            General Corporation Law, the Corporation shall pay preferential
            cumulative dividends in cash to the holders of the Series B-2
            Preferred as provided in this Section 2.a. Dividends on each issued
            and outstanding share of the Series B-2 Preferred shall accrue on a
            daily basis at a rate of 7% per annum of the Series B-2 Liquidation
            Value thereof from and including the Series B-2 Original Issuance
            Date to and including the first to occur of (i) the date on which
            the Series B-2 Liquidation Value of such share (plus all accrued and
            unpaid dividends thereon) is paid to the holder thereof in
            connection with a Liquidation Event or (ii) the date on which such
            share of Series B-2 Preferred is converted into shares of Common
            hereunder. Such dividends shall accrue whether or not they have been
            declared and whether or not there are profits, surplus or other
            funds of the Corporation legally available for the payment of
            dividends, and such dividends shall be cumulative such that all
            accrued and unpaid dividends shall be fully paid or declared with
            funds irrevocably set apart for payment before any dividends,
            distributions, redemptions or other payments may be made with
            respect to any Series B-2 Junior Securities.

      b.    Distribution of Partial Dividend Payments. Except as otherwise
            provided herein, if at any time the Corporation pays less than the
            total amount of dividends then accrued with respect to the Series
            B-2 Preferred, such payment shall be distributed pro rata among the
            holders thereof based upon the aggregate accrued but unpaid
            dividends on the Series B-2 Preferred held by each such holder.

      c.    Participation in Common Dividends. In the event that the Corporation
            declares or pays a dividend or makes any distribution on the Common,
            then the holders of the outstanding shares of Series B-2 Preferred
            (on a Common Equivalent Basis as of the record date for such
            dividend or distribution) and the holders of the Common shall share
            pro rata in such dividend or distribution.

      d.    Treatment of Accrued and Unpaid Dividends Upon Conversion. Upon any
            conversion of shares of Series B-2 Preferred into Common in
            accordance with Section 5, all accrued and unpaid dividends on the
            Series B-2 Preferred shall be waived.

3.    Voting Rights.

      a.    General. The holders of the Series B-2 Preferred shall be entitled
            to notice of all stockholders meetings in accordance with the
            By-laws and, except as otherwise provided herein or required by
            applicable law, the holders of the Series B-2 Preferred shall be
            entitled to vote on all matters submitted to the stockholders for a
            vote, voting as a single class with the Common and other securities
            that vote with the Common, with the holders of Series B-2 Preferred
            entitled to one vote for each share of Series B-2 Preferred held as
            of the record date for such vote or, if no record date is specified,
            as of the date of such vote.

      b.    Actions Requiring the Consent of the Holders of Series B-2 Preferred
            . So long as any shares of Series B-2 Preferred remains outstanding,
            the Corporation shall not, unless it has received the prior approval
            from the holders of at least a majority of the shares of Series B-2
            Preferred then outstanding:

            (i)   make any amendment to the Certificate of Incorporation, this
                  Certificate of Designation or the By-laws, or file any
                  resolution of the Board with the Delaware Secretary of State
                  containing any provisions or take any other action, that would
                  amend the terms of the Series B-2 Preferred, increase or
                  decrease the number of authorized Series B-2 Preferred,
                  approve a reverse stock split with respect to the Series B-2
                  Preferred or adversely affect or otherwise impair the rights
                  or the relative preferences or priorities of the holders of
                  the Series B-2 Preferred under the Certificate of
                  Incorporation, this Certificate of Designation or the By-laws;

            (ii)  make any amendment to the Certificate of Incorporation, this
                  Certificate of Designation or the By-laws, or file any
                  resolution of the Board with the Delaware Secretary of State
                  containing any provisions, or cause the approval and
                  authorization of or amend, replace or modify the Governance
                  Agreement, or take any other action, that would affect the
                  rights of the Investor to nominate a member or members to the
                  Board;

            (iii) except for the issuance and sale of the Series B-2 Preferred,
                  authorize, issue or enter into any


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                  agreement providing for the issuance (contingent or otherwise)
                  of any capital stock or other equity securities of the
                  Corporation (or any securities convertible into or
                  exchangeable for any capital stock or other equity securities
                  of the Corporation) having rights, preferences, privileges or
                  priorities pari passu with or senior to the Series B-2
                  Preferred;

            (iv)  directly or indirectly (x) declare or pay any cash or property
                  dividends or make any cash or property distributions upon any
                  of its capital stock or other equity securities or (y) redeem,
                  purchase or otherwise acquire any of the Corporation's capital
                  stock or other equity securities (including warrants, options
                  and other rights to acquire such capital stock or other equity
                  securities), in each case, except out of the Corporation's
                  earned surplus; or

            (v)   liquidate, dissolve or wind-up the Corporation, whether
                  pursuant to a Federal bankruptcy proceeding, state law or
                  otherwise.

4.    Liquidation, Dissolution, etc.

      a.    Liquidation Event. Upon any (i) liquidation (whether in connection
            with a sale of all or substantially all of the assets of the
            Corporation or otherwise), dissolution or winding up of the
            Corporation (whether voluntary or involuntary) or (ii) any merger or
            consolidation to which the Corporation is a party pursuant to which
            the holders of Common are entitled to receive securities or cash in
            exchange for such Common (except where, after giving effect to such
            merger, the holders of the Corporation's outstanding capital stock
            immediately prior to such merger or consolidation shall continue to
            own the Corporation's outstanding capital stock possessing more than
            50% of the voting power of the surviving entity) (each, a
            "Liquidation Event"):

            (i)   Each holder of Series B-2 Preferred shall be entitled to
                  receive, prior and in preference to any distribution or
                  payment made upon, or in exchange for, any Series B-2 Junior
                  Securities, an amount equal to (payable in the same form as
                  the merger consideration paid to the holders of Common, if
                  applicable (and in the same ratio if more than one form of
                  consideration is used)) (i) the aggregate Series B-2
                  Liquidation Value of all shares of Series B-2 Preferred held
                  by such holder plus (ii) all accrued and unpaid dividends on
                  such shares of Series B-2 Preferred. If upon any Liquidation
                  Event the Corporation's assets or merger consideration to be
                  distributed among the holders of the Series B-2 Preferred and
                  any Pari Passu Securities are insufficient to permit payment
                  to such holders of the aggregate amount that they are entitled
                  to be paid pursuant to the terms of such securities, then the
                  entire assets or merger consideration available to be
                  distributed to the Corporation's stockholders shall be
                  distributed pro rata among such holders of the Series B-2
                  Preferred and any Pari Passu Securities based upon the
                  aggregate liquidation value (plus all accrued and unpaid
                  dividends) of the shares of such securities held by each such
                  holder.

            (ii)  After payment to the holders of the Series B-2 Preferred and
                  any Pari Passu Securities of the amounts set forth in Section
                  4.a(i), the entire remaining assets and funds of the
                  Corporation or merger consideration legally available for
                  distribution, if any, shall be distributed pro rata among the
                  holders of the Common and the holders of the Series B-2
                  Preferred and any Pari Passu Securities (on a Common
                  Equivalent Basis).

      b.    Form of Consideration. Whenever the distribution provided for in
            this Section 4 shall be payable in securities or property other than
            cash, the value of such securities or property shall be the fair
            market value thereof as determined by the Board in its reasonable
            and good faith determination.

5.    Conversion.

      a.    Conversion Procedure.

            (i)   At any time and from time to time, a holder of Series B-2
                  Preferred shall have the right to convert all or any portion
                  of its shares of Series B-2 Preferred into the number of
                  shares of Common computed


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                  by dividing (x) the aggregate Series B-2 Liquidation Value of
                  the shares of Series B-2 Preferred to be converted by (y) the
                  Series B-2 Conversion Price then in effect.

            (ii)  All shares of Series B-2 Preferred shall automatically convert
                  into Common (pursuant to the computation set forth in Section
                  5.a(i)) on the first day after the 24-month anniversary of the
                  Series B-2 Original Issuance Date for which the Market Price
                  of a share of Common exceeds 200% of the average trading price
                  per share of Common during the 30 consecutive days immediately
                  preceding the Series B-2 Original Issuance Date.

            (iii) Each conversion of Series B-2 Preferred shall be deemed to
                  have been effected as of the close of business on the date on
                  which the certificate or certificates representing the Series
                  B-2 Preferred to be converted have been surrendered for
                  conversion at the principal office of the Corporation (any
                  such date being referred to as a "Conversion Date"). At the
                  time any such conversion has been effected, the rights of the
                  holder of the shares of Series B-2 Preferred converted as a
                  holder of Series B-2 Preferred shall cease and the Person or
                  Persons in whose name or names any certificate or certificates
                  for shares of Common are to be issued upon such conversion
                  shall be deemed to have become the holder or holders of record
                  of the shares of Common represented thereby.

            (iv)  As soon as possible after a conversion has been effected the
                  Corporation shall, or (if applicable) use its best efforts to
                  cause its transfer agent to, deliver to the converting holder:

                  (1)   certificates representing the number of shares of Common
                        issuable by reason of such conversion in such name or
                        names and such denomination or denominations as the
                        converting holder has specified; and

                  (2)   a certificate representing any shares of Series B-2
                        Preferred which were represented by the certificate or
                        certificates delivered to the Corporation in connection
                        with such conversion but which were not converted.

            (v)   The issuance of certificates for shares of Common upon
                  conversion of Series B-2 Preferred shall be made without
                  charge to the holders of such Series B-2 Preferred or Common
                  for any issuance tax in respect thereof or other cost incurred
                  by the Corporation in connection with such conversion and the
                  related issuance of shares of Common. Upon conversion of each
                  share of Series B-2 Preferred, the Corporation shall take all
                  such actions as are necessary in order to insure that the
                  Common issuable with respect to such conversion shall be
                  validly issued, fully paid and nonassessable, free and clear
                  of all taxes, liens, charges and encumbrances with respect to
                  the issuance thereof.

            (vi)  The Corporation shall not close its books against the transfer
                  of Series B-2 Preferred or of Common issued or issuable upon
                  conversion of Series B-2 Preferred in any manner that
                  interferes with the timely conversion of Series B-2 Preferred.
                  The Corporation shall assist and cooperate with any holder of
                  shares of Series B-2 Preferred required to make any
                  governmental filings or obtain any governmental approval prior
                  to or in connection with any conversion of shares hereunder
                  (including, without limitation, making any filings required to
                  be made by the Corporation).

            (vii) The Corporation shall at all times reserve and keep available
                  out of its authorized but unissued shares of Common, solely
                  for the purpose of issuance upon the conversion of shares of
                  the Series B-2 Preferred, such number of shares of Common as
                  are issuable upon the conversion of all outstanding Series B-2
                  Preferred. All shares of Common that are so issuable shall,
                  when issued, be duly and validly issued, fully paid and
                  nonassessable and free from all taxes, liens, charges and
                  encumbrances. The Corporation shall take all such actions as
                  may be necessary to insure that all such shares of Common may
                  be so issued without violation of any applicable law or
                  governmental regulation or any requirements of any domestic
                  securities exchange upon which shares of Common may be listed
                  (except for official notice of issuance which shall be
                  delivered immediately by the Corporation upon each such
                  issuance). The Corporation shall not take any action that
                  would cause the number of authorized but unissued shares of
                  Common to be less than the number of such shares required to
                  be reserved hereunder for issuance upon conversion of the
                  Series B-2 Preferred.


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           (viii) If any fractional interest in a share of Common would, except
                  for the provisions of this subparagraph, be delivered upon any
                  conversion of the Series B-2 Preferred, the Corporation, in
                  lieu of delivering the fractional share therefor, may pay an
                  amount to the holder thereof equal to the Market Price of such
                  fractional interest as of the date of conversion. The
                  determination as to whether or not to make any cash payment in
                  lieu of the issuance of fractional shares shall be based upon
                  the total number of shares of Series B-2 Preferred being
                  converted at any one time by the holder thereof, not upon each
                  share of Series B-2 Preferred being converted.

      b.    Conversion Price.

            (i)   The initial Series B-2 Conversion Price shall be $0.75 per
                  share of Common. In order to prevent dilution of the
                  conversion rights granted under this Section 5, the Series B-2
                  Conversion Price shall be subject to adjustment from time to
                  time pursuant to this Section 5.b.

            (ii)  If and whenever on or after the Original Series B-2 Issuance
                  Date, but prior to February 28, 2004, the Corporation issues
                  or sells or, in accordance with this Section 5, is deemed to
                  have issued or sold, any shares of its Common for a
                  consideration per share less than the Series B-2 Conversion
                  Price in effect immediately prior to the time of such
                  issuance, then immediately upon such issuance or sale or
                  deemed issuance or sale the Series B-2 Conversion Price shall
                  be reduced to the conversion price determined by dividing (A)
                  the sum of (1) the product derived by multiplying the Series
                  B-2 Conversion Price in effect immediately prior to such
                  issuance or sale by the number of shares of Common Deemed
                  Outstanding immediately prior to such issuance or sale, plus
                  (2) the consideration, if any, received by the Corporation
                  upon such issuance or sale, by (B) the number of shares of
                  Common Deemed Outstanding immediately after such issue or
                  sale.

            (iii) Notwithstanding the foregoing, there shall be no adjustment in
                  the Series B-2 Conversion Price as a result of any issuance or
                  sale (or deemed issuance or sale) of shares of Common (a)
                  issued upon conversion of the Series B-2 Preferred, (b) issued
                  as a dividend or distribution on the Series B-2 Preferred for
                  which adjustment is made pursuant to Section 5.c(ix), (c)
                  issued upon conversion of the Series A Preferred, (d) issued
                  or issuable pursuant to any equity incentive plan approved by
                  the Board or (e) issued or issuable pursuant to any merger,
                  acquisition or consolidation (including shares of Common
                  issued or issuable for cash if such cash is to be used for any
                  such merger, acquisition or consolidation) pursuant to which
                  the Corporation is a party (collectively, the "Excepted
                  Shares").

      c.    Effect on Conversion Price of Certain Events. For purposes of
            determining the Series B-2 Conversion Price under Section 5, the
            following shall be applicable:

            (i)   Issuance of Options. If the Corporation in any manner grants,
                  issues or sells any Options (other than Options that are
                  convertible into Excepted Shares) and the price per share for
                  which Common is issuable upon the exercise of such Options, or
                  upon conversion or exchange of any Convertible Securities
                  issuable upon exercise of such Options, is less than the
                  Series B-2 Conversion Price in effect immediately prior to the
                  time of the granting, issuance or sale of such Options, then
                  the total maximum number of shares of Common issuable upon the
                  exercise of such Options or upon conversion or exchange of the
                  total maximum amount of such Convertible Securities issuable
                  upon the exercise of such Options shall be deemed to be
                  outstanding and to have been issued and sold by the
                  Corporation at the time of the granting, issuance or sale of
                  such Options for such price per share. For purposes of this
                  paragraph, the "price per share for which Common is issuable"
                  shall be determined by dividing (A) the sum of (1) the total
                  amount, if any, received or receivable by the Corporation as
                  consideration for the granting, issuance or sale of such
                  Options, plus (2) the minimum aggregate amount of additional
                  consideration payable to the Corporation upon exercise of all
                  such Options, plus (3) in the case of such Options which
                  relate to Convertible Securities, the minimum aggregate amount
                  of additional consideration, if any, payable to the
                  Corporation upon the issuance or sale of such Convertible
                  Securities and the conversion or exchange thereof, by (B) the
                  total maximum number of shares of Common issuable upon the
                  exercise of such Options or upon the conversion or exchange of
                  all such Convertible Securities issuable upon the exercise of
                  such Options. No further adjustment of the Conversion Price
                  shall be made when Convertible Securities are actually issued
                  upon the exercise of


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                  such Options or when Common is actually issued upon the
                  exercise of such Options or the conversion or exchange of such
                  Convertible Securities.

            (ii)  Issuance of Convertible Securities. If the Corporation in any
                  manner issues or sells any Convertible Securities (other than
                  Convertible Securities that are convertible into Excepted
                  Shares) and the price per share for which Common is issuable
                  upon conversion or exchange thereof is less than the Series
                  B-2 Conversion Price in effect immediately prior to the time
                  of such issuance or sale, then the maximum number of shares of
                  Common issuable upon conversion or exchange of such
                  Convertible Securities shall be deemed to be outstanding and
                  to have been issued and sold by the Corporation at the time of
                  the issuance or sale of such Convertible Securities for such
                  price per share. For the purposes of this paragraph, the
                  "price per share for which Common is issuable" shall be
                  determined by dividing (A) the sum of (1) the total amount
                  received or receivable by the Corporation as consideration for
                  the issue or sale of such Convertible Securities, plus (2) the
                  minimum aggregate amount of additional consideration, if any,
                  payable to the Corporation upon the conversion or exchange
                  thereof, by (B) the total maximum number of shares of Common
                  issuable upon the conversion or exchange of all such
                  Convertible Securities. No further adjustment of the Series
                  B-2 Conversion Price shall be made when Common is actually
                  issued upon the conversion or exchange of such Convertible
                  Securities, and if any such issuance or sale of such
                  Convertible Securities is made upon exercise of any Options
                  for which adjustments of the Series B-2 Conversion Price had
                  been or are to be made pursuant to other provisions of this
                  Section 5, no further adjustment of the conversion price shall
                  be made by reason of such issue or sale.

            (iii) Change in Option Price or Conversion Rate. If the purchase
                  price provided for in any Options (other than Options that are
                  convertible into Excepted Shares), the additional
                  consideration, if any, payable upon the conversion or exchange
                  of any Convertible Securities (other than Convertible
                  Securities that are convertible into Excepted Shares) or the
                  rate at which any Convertible Securities (other than
                  Convertible Securities that are convertible into Excepted
                  Shares) are convertible into or exchangeable for Common
                  changes at any time, the Series B-2 Conversion Price in effect
                  at the time of such change shall be immediately adjusted to
                  the Series B-2 Conversion Price that would have been in effect
                  at such time had such Options or Convertible Securities still
                  outstanding provided for such changed purchase price,
                  additional consideration or conversion rate, as the case may
                  be, at the time initially granted, issued or sold; provided,
                  that, if such adjustment of the Series B-2 Conversion Price
                  would result in an increase in the Series B-2 Conversion Price
                  then in effect, the Corporation will promptly give all holders
                  of Series B-2 Preferred written notice of such increase. For
                  purposes of this Section 5.c(iii), if the terms of any Option
                  or Convertible Security (other than Options or Convertible
                  Securities that are convertible into Excepted Shares) that was
                  outstanding as of the Original Series B-2 Issuance Date are
                  changed in the manner described in the immediately preceding
                  sentence, then such Option or Convertible Security and the
                  Common deemed issuable upon exercise, conversion or exchange
                  thereof shall be deemed to have been issued as of the date of
                  such change; provided, that, no such change shall at any time
                  cause the Series B-2 Conversion Price hereunder to be
                  increased.

            (iv)  Treatment of Expired Options and Unexercised Convertible
                  Securities. Upon the expiration of any Option or the
                  termination of any right to convert or exchange any
                  Convertible Security without the exercise of any such Option
                  or right, the Series B-2 Conversion Price then in effect
                  hereunder shall be adjusted immediately to the Series B-2
                  Conversion Price that would have been in effect at the time of
                  such expiration or termination had such Option or Convertible
                  Security, to the extent outstanding immediately prior to such
                  expiration or termination, never been issued; provided, that,
                  if such expiration or termination would result in an increase
                  in the Series B-2 Conversion Price then in effect, the
                  Corporation will promptly give all holders of Series B-2
                  Preferred written notice of such increase. For purposes of
                  this Section 5.c(iv), the expiration or termination of any
                  Option or Convertible Security that was outstanding as of the
                  Original Series B-2 Issuance Date shall not cause the Series
                  B-2 Conversion Price hereunder to be adjusted unless, and only
                  to the extent that, a change in the terms of such Option or
                  Convertible Security caused it to be deemed to have been
                  issued after the Original Series B-2 Issuance Date.

            (v)   Calculation of Consideration Received. If any Common, Option
                  or Convertible Security is issued


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                  or sold or deemed to have been issued or sold for cash, the
                  consideration received therefor shall be deemed to be the
                  amount received by the Corporation therefor (net of discounts,
                  commissions and related expenses). If any Common, Option or
                  Convertible Security is issued or sold for a consideration
                  other than cash, the amount of the consideration other than
                  cash received by the Corporation shall be the fair value of
                  such consideration, except where such consideration consists
                  of securities, in which case the amount of consideration
                  received by the Corporation shall be the Market Price thereof
                  as of the date of receipt. If any Common, Option or
                  Convertible Security is issued to the owners of the
                  non-surviving entity in connection with any merger in which
                  the Corporation is the surviving corporation, the amount of
                  consideration therefor shall be deemed to be the fair value of
                  such portion of the net assets and business of the
                  non-surviving entity as is attributable to such Common, Option
                  or Convertible Security, as the case may be. The fair value of
                  any consideration other than cash and securities shall be
                  determined by the Board in its reasonable and good faith
                  determination.

            (vi)  Integrated Transactions. In case any Option is issued in
                  connection with the issuance or sale of other securities of
                  the Corporation, together comprising one integrated
                  transaction in which no specific exercise price is allocated
                  to such Option by the parties thereto, the Option shall be
                  deemed to have been issued at an exercise price of $0.01.

            (vii) Treasury Shares. The number of shares of Common outstanding at
                  any given time shall not include shares owned or held by or
                  for the account of the Corporation, and the disposition of any
                  shares so owned or held shall be considered an issuance or
                  sale of such shares.

            (viii) Record Date. If the Corporation takes a record of the holders
                  of Common for the purpose of entitling them (A) to receive a
                  dividend or other distribution payable in Common, Options or
                  in Convertible Securities or (B) to subscribe for or purchase
                  Common, Options or Convertible Securities, then such record
                  date shall be deemed to be the date of the issue or sale of
                  the shares of Common deemed to have been issued or sold upon
                  the declaration of such dividend or upon the making of such
                  other distribution or the date of the granting of such right
                  of subscription or purchase, as the case may be.

            (ix)  Subdivisions or Combinations of Common. If the Corporation at
                  any time subdivides (by any stock split, stock dividend,
                  recapitalization or otherwise) one or more classes of its
                  outstanding shares of Common into a greater number of shares,
                  the Series B-2 Conversion Price in effect immediately prior to
                  such subdivision shall be reduced proportionately, and if the
                  Corporation at any time combines (by reverse stock split or
                  otherwise) one or more classes of its outstanding shares of
                  Common into a smaller number of shares, the Series B-2
                  Conversion Price in effect immediately prior to such
                  combination shall be increased proportionately.

            (x)   Recapitalization, Reorganization, Reclassification,
                  Consolidation, Merger or Sale. Any recapitalization,
                  reorganization, reclassification, consolidation, merger, sale
                  of all or substantially all of the Corporation's assets or
                  other transaction, in each case which is effected in such a
                  manner that the holders of Common are entitled to receive
                  (either directly or upon subsequent liquidation) stock,
                  securities or assets with respect to or in exchange for
                  Common, and which does not otherwise qualify as a Liquidation
                  Event, is referred to herein as an "Organic Change." Prior to
                  the consummation of any Organic Change, the Corporation shall
                  make appropriate provisions (in form and substance reasonably
                  satisfactory to the holders of a majority of the Series B-2
                  Preferred then outstanding) to insure that each of the holders
                  of Series B-2 Preferred shall thereafter have the right to
                  acquire and receive, in lieu of or in addition to (as the case
                  may be) the shares of Common immediately theretofore
                  acquirable and receivable upon the conversion of such holder's
                  Series B-2 Preferred, such shares of stock, securities or
                  assets as such holder would have received in connection with
                  such Organic Change if such holder had converted its Series
                  B-2 Preferred immediately prior to such Organic Change. In
                  each such case, the Corporation shall also make appropriate
                  provisions (in form and substance reasonably satisfactory to
                  the holders of a majority of the Series B-2 Preferred then
                  outstanding) to insure that the provisions of this Section 5.c
                  shall thereafter be applicable to the securities issued in
                  exchange for the Series B-2 Preferred (including, in the case
                  of any such consolidation, merger or sale in which the
                  successor entity or purchasing entity is other than the
                  Corporation and the value for the


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                  Common reflected by the terms of such consolidation, merger or
                  sale is less than the Series B-2 Conversion Price in effect
                  immediately prior to such consolidation, merger or sale, an
                  immediate adjustment of the Series B-2 Conversion Price to the
                  value for the Common so reflected and a corresponding
                  immediate adjustment in the number of shares of Common
                  acquirable and receivable upon conversion of Series B-2
                  Preferred). The Corporation shall not effect any such
                  consolidation, merger or sale, unless prior to the
                  consummation thereof, the successor entity (if other than the
                  Corporation) resulting from consolidation or merger or the
                  entity purchasing such assets assumes by written instrument
                  (in form and substance satisfactory to the holders of a
                  majority of the Series B-2 Preferred then outstanding) the
                  obligation to deliver to each such holder such shares of
                  stock, securities or assets as, in accordance with the
                  foregoing provisions, such holder may be entitled to acquire.

            (xi)  Certain Other Events. If any event occurs of the type
                  contemplated by the provisions of this Section 5 but not
                  expressly provided for by such provisions (including, without
                  limitation, the granting of stock appreciation rights, phantom
                  stock rights or other rights with equity features), then the
                  Board shall make an appropriate adjustment in the Series B-2
                  Conversion Price so as to protect the rights of the holders of
                  Series B-2 Preferred; provided, that, no such adjustment shall
                  increase the Series B-2 Conversion Price as otherwise
                  determined pursuant to this Section 5 or decrease the number
                  of shares of Common issuable upon conversion of each share of
                  Series B-2 Preferred.

      d.    Notices.

            (i)   Immediately upon any adjustment of the Series B-2 Conversion
                  Price, the Corporation shall give written notice thereof to
                  all holders of Series B-2 Preferred, setting forth in
                  reasonable detail and certifying the calculation of such
                  adjustment.

            (ii)  The Corporation shall give written notice to all holders of
                  Series B-2 Preferred at least ten (10) days prior to the date
                  on which the Corporation closes its books or takes a record
                  (A) with respect to any dividend or distribution upon Common,
                  (B) with respect to any pro rata subscription offer to holders
                  of Common or (C) for determining rights to vote with respect
                  to any Liquidation Event, Organic Change, dissolution or
                  liquidation.

            (iii) The Corporation shall also give written notice to the holders
                  of Series B-2 Preferred at least ten (10) days prior to the
                  date on which any Organic Change or Liquidation Event shall
                  take place.

6.    Preemptive Right.

      a.    If the Corporation proposes to issue or sell any securities, the
            Corporation shall, as soon as practicable and in any event no later
            than 10 days before the consummation of such transaction, deliver a
            notice to each of the holders of the Series B-2 Preferred stating
            (i) a description of the transaction pursuant to which it proposes
            to issue such securities; (ii) the number of such securities; (iii)
            the price, if any, for which it proposes to sell such securities;
            and (iv) the identity of the proposed purchaser(s).

      b.    Each holder of Series B-2 Preferred may elect, by giving notice to
            the Corporation within 15 days after receipt of the notice
            referenced above, to purchase, at the same price and on the same
            terms and conditions as the issuance or sale described in such
            notice, the number of securities equal to the product of (i) the
            aggregate number of securities issued or sold by the Corporation
            multiplied by (ii) a fraction with a numerator equal to the number
            of shares of Common (on a Common Equivalent Basis) that such holder
            owns and a denominator equal to the number of Common Deemed
            Outstanding prior to the issuance of such securities.

      c.    The preemptive right set forth in this Section 6 shall not apply to
            Excepted Shares.

7.    General.

      a.    Upon receipt of evidence reasonably satisfactory to the Corporation
            (an affidavit of the registered holder


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<PAGE>

            shall be satisfactory) of the ownership and the loss, theft,
            destruction or mutilation of any certificate evidencing shares of
            Common or Series B-2 Preferred, and in the case of any such loss,
            theft or destruction, upon receipt of indemnity reasonably
            satisfactory to the Corporation (provided that if the holder is a
            financial institution or other institutional investor its own
            agreement shall be satisfactory), or, in the case of any such
            mutilation upon surrender of such certificate, the Corporation shall
            (at its expense) execute and deliver in lieu of such certificate a
            new certificate of like kind representing the number of shares of
            such class represented by such lost, stolen, destroyed or mutilated
            certificate and dated the date of such lost, stolen, destroyed or
            mutilated certificate, and dividends shall accrue on the Common or
            Series B-2 Preferred represented by such new certificate from the
            date to which dividends have been fully paid on such lost, stolen,
            destroyed or mutilated certificate.

      b.    Except as otherwise expressly provided hereunder, all notices
            referred to herein shall be in writing and shall be delivered by
            registered or certified mail, return receipt requested and postage
            prepaid, by reputable overnight courier service, charges prepaid or
            by personal delivery, and shall be deemed to have been given (i)
            three (3) business days after being sent by registered or certified
            mail, (ii) one (1) business day after being deposited with such an
            overnight courier service, and (iii) upon delivery, if by personal
            delivery, if mailed or delivered (A) to the Corporation, at its
            principal executive offices, or (B) to any stockholder, at such
            holder's address as it appears in the stock records of the
            Corporation (unless otherwise indicated by any such holder).

8.    Definitions.

            "Board" means the Board of Directors of the Corporation.

            "By-laws" means the By-laws of the Corporation, as they may be
amended from time to time.

            "Certificate of Designation" means this Series B-2 Preferred
Certificate of Designation.

            "Certificate of Incorporation" means the Certificate of
Incorporation of the Corporation, as it may be amended from time to time.

            "Common" means the Corporation's Common Stock, $.0001 par value per
share.

            "Common Deemed Outstanding" means, at any given time, the number of
shares of Common actually outstanding at such time, plus the number of shares of
Common deemed to be outstanding pursuant to Sections 5.c(i) and 5.c(ii) whether
or not the Options or Convertible Securities are actually convertible or
exercisable at such time.

            "Common Equivalent Basis" means, as of the date of such
determination, the number of shares of Common that each holder of Series B-2
Preferred would be entitled to receive upon conversion of its Series B-2
Preferred into Common.

            "Conversion Date" is defined in Section 5.a(iii).

            "Convertible Securities" means any stock or securities directly or
indirectly convertible into or exchangeable for Common.

            "Corporation" means AdStar, Inc., a Delaware corporation.

            "Excepted Shares" is defined in Section 5.b(iii).

            "Governance Agreement" means the Amended and Restated Governance
Agreement, dated as of December 23, 2002, among the Corporation, the Investor
and the stockholders of the Corporation named therein.

            "Investor" means Tribune Company, a Delaware corporation.


                                      -9-
<PAGE>


            "Liquidation Event" has the meaning given such term in Section 4.a
above.

            "Market Price" of any security means the last sale price of such
security on all securities exchanges on which such security may at the time be
listed, as set forth in the "Close" column of the "Historical Quotations" table
on Yahoo! Finance for the Corporation's stock price (or, if Yahoo! Finance is no
longer available, as set forth in the Wall Street Journal), or if there have
been no sales on any such exchange on any day, the last sale price for such
security on the prior day as reported in such column, or if on any day such
security is not so listed, the closing price on such day in the domestic
over-the-counter market as reported by the Nasdaq Stock Market or the Electronic
Bulletin Board or in the National Quotation Sheets, as applicable, in each such
case averaged over a period of 30 days consisting of the day as of which "Market
Price" is being determined and the 29 consecutive business days prior to such
day. If at any time such security is not listed on any securities exchange or
quoted in the Nasdaq Stock Market or the over-the-counter market, the "Market
Price" shall be the fair value thereof determined jointly by the Corporation and
the holders of a majority of the Series B-2 Preferred.

            "Options" means any rights, warrants or options to subscribe for or
purchase Common or Convertible Securities.

            "Organic Change" is defined in Section 5.c(x).

            "Pari Passu Securities" means any of the Corporation's equity
securities (whether or not currently authorized or outstanding) that by its
terms is pari passu with the Series B-2 Preferred, including, but not limited
to, the Series A Preferred, and the Series B-1 Preferred Stock, $.0001 par
value, of the Corporation.

            "Person" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.

            "Series A Preferred" means the Series A Preferred Stock of the
Corporation, $.0001 par value.

            "Series B-2 Conversion Price" has the meaning given such term in
Section 5.b.

            "Series B-2 Junior Securities" means any of the Corporation's equity
securities (whether or not currently authorized or outstanding) other than the
Series B-2 Preferred that by its terms is junior to the Series B-2 Preferred.

            "Series B-2 Liquidation Value" means $0.75 per share of Series B-2
Preferred (subject to equitable adjustments to reflect stock splits, stock
dividends, stock combinations, recapitalizations and like occurrences).

            "Series B-2 Original Issuance Date" means the date of the original
issuance of Series B-2 Preferred.

            "Series B-2 Preferred" means the Series B-2 Convertible Preferred
Stock of the Corporation, $0.0001 par value per share.

            IN WITNESS WHEREOF, the undersigned has executed this Certificate
this 28th day of March, 2003.

                              ADSTAR, INC.


                              By:  /s/ Leslie Bernhard
                                   -------------------------------
                                   Name: Leslie Bernhard
                                   Title:  President and Chief Executive Officer


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