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                                                                     EXHIBIT 4.1


                    CERTIFICATE OF DESIGNATIONS, PREFERENCES

                                  AND RIGHTS OF

                   SENIOR CONVERTIBLE SERIES B PREFERRED STOCK

                                       OF

                              E-SYNC NETWORKS, INC.

                                      * * *

     E-Sync Networks, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     That, pursuant to authority conferred upon the Board of Directors by the
Certificate of Incorporation of said corporation, and pursuant to the provisions
of Section 151 of Title 8 of the Delaware Code of 1953, said Board of Directors
adopted a resolution by the unanimous written consent of its members, filed with
the minutes of the Board, providing for the issuance of a new series of
preferred stock designated as "Senior Convertible Series B Preferred Stock",
which resolution is as follows:

     RESOLVED that, pursuant to the authority vested in the Board of Directors
of E-Sync Networks, Inc., a Delaware corporation (the "Company") in accordance
with the provisions of the Certificate of Incorporation of the Company (the
"Certificate of Incorporation"), a series of the class of authorized Preferred
Stock, par value $0.01 per share, of the Company, is hereby created and that the
designation and number of shares thereof and the voting powers, preferences and
relative, participating, optional and other special rights of the shares of such
series, and the qualifications, limitations and restrictions thereof are as
follows:

     Section 1. Designation and Number.

     (a) The shares of such series shall be designated as "Senior Convertible
Series B Preferred Stock" (the "Series B Stock"). The number of shares initially
constituting the Series B Stock shall be 2,272,727, which number may be
decreased (but not increased) by the Board of Directors without a vote of
stockholders; provided, however, that such number may not be decreased below the
number of then outstanding shares of Series B Stock.



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     (b) The Series B Stock shall, with respect to dividend rights and rights
upon liquidation, dissolution or winding up, rank pari passu with the Company's
Series A Convertible Preferred Stock (the "Series A Stock") and prior to all
other classes and series of capital stock of the Company now or hereafter
authorized (except as may be authorized pursuant to Section 3(b)) including,
without limitation, the Common Stock.

     (c) Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in Section 9.

     Section 2. Dividends and Distributions.

     In the event that the Company shall declare a dividend or make any other
distribution (including, without limitation, in cash, in capital stock (which
shall include, without limitation, any options, warrants or other rights to
acquire capital stock) of the Company or other property or assets) to holders of
Common Stock, then the Board of Directors shall declare, and the holder of each
share of Series B Stock shall be entitled to receive, a dividend or distribution
in an amount equal to the amount of such dividend or distribution received by a
holder of the number of shares of Common Stock for which such share of Series B
Stock is convertible on the record date for such dividend or distribution. Any
such amount shall be paid to the holders of shares of Series B Stock at the same
time such dividend or distribution is made to holders of Common Stock.

     Section 3. Voting Rights.

     In addition to any voting rights provided by law, the holders of shares of
Series B Stock shall have the following voting rights:

     (a) So long as the Series B Stock is outstanding, each share of Series B
Stock shall entitle the holder thereof to vote, in person or by proxy, at a
special or annual meeting of stockholders, on each of the matters entitled to be
voted on by holders of Common Stock, voting together as a single class with
other shares entitled to vote thereon. With respect to any such vote, each share
of Series B Stock shall entitle the holder thereof to cast that number of votes
per share as is equal to the number of votes that such holder would be entitled
to cast had such holder converted its shares of Series B Stock into Common Stock
on the record date for determining the stockholders of the Company eligible to
vote on any such matters.

     (b) Unless the consent or approval of a greater number of shares shall then
be required by law, the affirmative vote of the holders of at least a majority
of the outstanding shares of Series B Stock, voting


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separately as a single class, in person or by proxy, at a special or annual
meeting of stockholders called for the purpose, shall be necessary to (i)
authorize, increase the authorized number of shares of, or issue (including on
conversion or exchange of any convertible or exchangeable securities or by
reclassification), any shares of any class or classes of Senior Stock or Parity
Stock, (ii) authorize, adopt or approve an amendment to the Certificate of
Incorporation that would increase or decrease the par value of the shares of
Series B Stock, or alter or change the powers, preferences or special rights of
the shares of Series B Stock, other Parity Stock or Senior Stock, (iii) amend,
alter or repeal the Certificate of Incorporation so as to affect the shares of
Series B Stock adversely, including, without limitation, by granting any voting
right to any holder of notes, bonds, debentures or other debt obligations of the
Company, (iv) authorize or issue any security convertible into, exchangeable for
or evidencing the right to purchase or otherwise receive any shares of any class
or classes of Senior Stock or Parity Stock, or (v) effect an Extraordinary
Event.

     Section 4. Certain Restrictions.

     (a) Whenever the Company shall not have converted shares of Series B Stock
at a time required by Section 7, at such time and thereafter until all
conversion obligations provided in Section 7 that have come due shall have been
satisfied, the Company shall not: (A) declare or pay dividends, or make any
other distributions, on any shares of Junior Stock, or (B) declare or pay
dividends, or make any other distributions, on any shares of Parity Stock,
except dividends or distributions paid ratably on the Series B Stock and all
Parity Stock on which dividends are payable or in arrears, in proportion to the
total amounts to which the holders of all shares of the Series B Stock and such
Parity Stock are then entitled.

     (b) Whenever the Company shall not have converted shares of Series B Stock
at a time required by Section 7, at such time and thereafter until all
conversion obligations provided in Section 7 that have come due shall have been
satisfied, the Company shall not redeem, purchase or otherwise acquire for
consideration, or require the conversion of, any shares of Junior Stock or
Parity Stock.

     (c) The Company shall not permit any Subsidiary of the Company, or cause
any other Person, to purchase or otherwise acquire for consideration any shares
of capital stock of the Company unless the Company could, pursuant to Section
4(b), purchase such shares at such time and in such manner.

     Section 5. Reacquired Shares.

     Any shares of Series B Stock converted, exchanged, redeemed, purchased or
otherwise acquired by


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the Company or any of its Subsidiaries or other Affiliates in any manner
whatsoever shall be retired and canceled promptly after the acquisition thereof.
All such shares of Series B Stock shall upon their cancellation become
authorized but unissued shares of Series B Stock, no par value, of the Company
and, upon the filing of an appropriate certificate with the Secretary of State
of the State of Connecticut, may be reissued as part of another series of
preferred stock, no par value per share, of the Company subject to the
conditions or restrictions on issuance set forth herein, but in any event may
not be reissued as shares of Series B Stock or other Parity Stock unless all of
the shares of Series B Stock issued on the Issue Date shall have already been
redeemed, converted or exchanged.

     Section 6. Liquidation, Dissolution or Winding Up.

     (a) If the Company shall commence a voluntary case under the United States
bankruptcy laws or any applicable bankruptcy, insolvency or similar law of any
other country, or consent to the entry of an order for relief in an involuntary
case under any such law or to the appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or other similar official) of the
Company or of any substantial part of its property, or make an assignment for
the benefit of its creditors, or admit in writing its inability to pay its debts
generally as they become due, or if a decree or order for relief in respect of
the Company shall be entered by a court having jurisdiction in the premises in
an involuntary case under the United States bankruptcy laws or any applicable
bankruptcy, insolvency or similar law of any other country, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or other
similar official) of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and on account of any
such event the Company shall liquidate, dissolve or wind up, or if the Company
shall otherwise liquidate, dissolve or wind up, no distribution shall be made
(i) to the holders of shares of Junior Stock unless, prior thereto, the holders
of shares of Series B Stock, subject to Section 7, shall have received the
Liquidation Preference, plus all accrued and unpaid dividends, to the date of
distribution, with respect to each share, or (ii) to the holders of shares of
Parity Stock, except distributions made ratably on the Series B Stock and all
other Parity Stock in proportion to the total amounts to which the holders of
all shares of the Series B Stock and other Parity Stock are entitled upon such
liquidation, dissolution or winding up.

     (b) Neither the consolidation or merger of the Company with or into any
other Person nor the sale or other distribution to another Person of all or
substantially all the assets, property or business of the


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Company shall be deemed to be a liquidation, dissolution or winding up of the
Company for purposes of this Section 6.

     Section 7. Conversion.

     (a) Any holder of Series B Stock shall have the right, at its option, at
any time and from time to time, to convert, subject to the terms and provisions
of this Section 7, any or all of such holder's shares of Series B Stock into
such number of fully paid and non-assessable shares of Common Stock as is equal,
subject to Section 7(g), to the product of the number of shares of Series B
Stock being so converted multiplied by the quotient of (i) Liquidation
Preference divided by the (ii) Conversion Price (as defined below) then in
effect. The "Conversion Price" shall be $4.40 per share, subject to adjustment
as set forth in Section 7(d). Such conversion right shall be exercised by the
surrender of the shares of Series B Stock to be converted (the "Shares") to the
Company at any time during usual business hours at its principal place of
business to be maintained by it, accompanied by written notice that the holder
elects to convert such Shares and specifying the name or names (with address) in
which a certificate or certificates for shares of Common Stock are to be issued
and (if so required by the Company) by a written instrument or instruments of
transfer in form reasonably satisfactory to the Company duly executed by the
holder or its duly authorized legal representative and transfer tax stamps or
funds therefor, if required pursuant to Section 7(k). All Shares surrendered for
conversion shall be delivered to the Company for cancellation and canceled by it
and no Shares shall be issued in lieu thereof.

     (b) As promptly as practicable after the surrender, as herein provided, of
any Shares for conversion pursuant to Section 7(a), the Company shall deliver to
or upon the written order of the holder of the Shares so surrendered a
certificate or certificates representing the number of fully paid and
non-assessable shares of Common Stock into which such Shares may be or have been
converted in accordance with the provisions of this Section 7. Subject to the
following provisions of this Section 7, such conversion shall be deemed to have
been made immediately prior to the close of business on the date that such
Shares shall have been surrendered in satisfactory form for conversion, and the
Person or Persons entitled to receive the Common Stock deliverable upon
conversion of such Shares shall be treated for all purposes as having become the
record holder or holders of such Common Stock at such appropriate time, and such
conversion shall be at the Conversion Price in effect at such time; provided,
however, that no surrender shall be effective to constitute


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the Person or Persons entitled to receive the Common Stock deliverable upon such
conversion as the record holder or holders of such Common Stock while the share
transfer books of the Company shall be closed (but not for any period in excess
of five days), but such surrender shall be effective to constitute the Person or
Persons entitled to receive such Common Stock as the record holder or holders
thereof for all purposes immediately prior to the close of business on the next
preceding day on which such share transfer books are open, and such conversion
shall be deemed to have been made at, and shall be made at the Conversion Price
in effect at, such time on such next preceding day. If the last day for the
exercise of the conversion right shall not be a Business Day, then such
conversion right may be exercised on the next preceding Business Day.

     (c) Upon (i) the third anniversary of the Issue Date, each outstanding
share of Series B Stock, or (ii) if earlier, the transfer of any shares of
Series B Stock by an Initial Holder to any Person other than an Affiliate of
such Initial Holder, such shares of Series B Stock, shall automatically, with no
further action required to be taken by the Company or the holder thereof, be
converted into such number of fully paid and non-assessable shares of Common
Stock as is equal to the product of the number of shares of Series B Stock being
so converted, multiplied by the quotient of (i) the Liquidation Preference
divided by (ii) the Conversion Price then in effect. Immediately thereafter,
each holder of Series B Stock subject to such conversion, shall be deemed to be
the holder of record of the Common Stock issuable upon conversion of such
holder's Series B Stock, notwithstanding that the share register of the Company
shall then be closed or that certificates representing such Common Stock shall
not then be actually delivered to such Person. Upon notice from the Company,
each holder of Series B Stock so converted shall promptly surrender to the
Company, at any where the Company shall maintain a transfer agent for its Series
B Stock and Common Stock, certificates representing the shares so converted,
duly endorsed in blank or accompanied by proper instruments of transfer. On the
date of such automatic conversion, all rights with respect to the shares of
Series B Stock so converted, including the rights, if any, to receive notices
and vote, will terminate, except only the rights of holders thereof to (A)
receive certificates for the number of shares of Common Stock into which such
shares of Series B Stock have been converted, (B) be paid any declared but
unpaid dividends thereon and (C) exercise the rights to which they are entitled
as holders of Common Stock.

     (d) The Conversion Price shall be subject to adjustment as follows:

          (i) In case the Company shall at any time or from time to time (A) pay
     a dividend


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     or make any other distribution (other than a dividend or distribution paid
     or made to holders of shares of Series B Stock in the manner provided in
     Section 2) on the outstanding shares of any of its Common Stock in capital
     stock (which, for purposes of this Section 7(d) shall include, without
     limitation, any dividends or distributions in the form of options, warrants
     or other rights to acquire capital stock) of the Company or any Subsidiary
     or Affiliate thereof, (B) subdivide the outstanding shares of any of its
     Common Stock into a larger number of shares, (C) combine the outstanding
     shares of any of its Common Stock into a smaller number of shares, or (D)
     issue any shares of its capital stock in a reclassification of any of its
     Common Stock, then, and in each such case, the Conversion Price in effect
     immediately prior to such event shall be adjusted (and any other
     appropriate actions shall be taken by the Company) so that the holder of
     any share of Series B Stock thereafter surrendered for conversion shall be
     entitled to receive the number of shares of Common Stock or other
     securities of the Company that such holder would have owned or would have
     been entitled to receive upon or by reason of any of the events described
     above, had such share of Series B Stock been converted immediately prior to
     the occurrence of such event. An adjustment made pursuant to this Section
     7(d)(i) shall become effective retroactively (A) in the case of any such
     dividend or distribution, to a date immediately following the close of
     business on the record date for the determination of holders of any of its
     Common Stock entitled to receive such dividend or distribution or (B) in
     the case of any such subdivision, combination or reclassification, to the
     close of business on the day upon which such corporate action becomes
     effective.

          (ii) In case the Company shall at any time or from time to time
     distribute to any holder of shares of its Common Stock (including any such
     distribution made in connection with a consolidation or merger in which the
     Company is the resulting or surviving corporation and the Common Stock is
     not changed or exchanged) cash, evidences of indebtedness of the Company or
     another issuer, securities of the Company or another issuer or other assets
     (excluding (A) dividends or distributions paid or made to holders of shares
     of Series B Stock in the manner provided in Section 2 and (B) dividends
     payable in shares of Common Stock for which adjustment is made under
     Section 7(d)(i)) or rights or warrants to subscribe for or purchase
     securities of the Company (excluding those in respect of which adjustments
     in the Conversion Price is made pursuant to Section 7(d)(i), then, and in
     each such case, the Conversion Price then in effect shall be adjusted by
     dividing the Conversion Price in effect immediately prior to the date of
     such distribution by a fraction (x) the numerator of which shall be the
     Current Market Price of the Common Stock on the record date


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     referred to below and (y) the denominator of which shall be such Current
     Market Price of the Common Stock less the then fair market value (as
     determined in good faith by the Board of Directors of the Company, in the
     case of any such distribution other than a distribution of cash, based on
     an opinion of a nationally recognized investment banking firm unaffiliated
     with either the Company or the holders of the Series B Stock, chosen by the
     Company (which shall bear the expense thereof) and reasonably acceptable to
     a majority of the holders of the Series B Stock, a certified resolution
     with respect to which shall be mailed to the holders of the Series B Stock)
     of the portion of the cash, evidences of indebtedness, securities or other
     assets so distributed or of such subscription rights or warrants applicable
     to one share of Common Stock (but such denominator not to be less than
     one); provided, however, that no adjustment shall be made with respect to
     any distribution of rights to purchase securities of the Company if the
     holder of shares of Series B Stock would otherwise be entitled to receive
     such rights upon conversion at any time of shares of Series B Stock into
     Common Stock unless such rights are subsequently redeemed by the Company,
     in which case such redemption shall be treated for purposes of this Section
     7(d)(ii) as a dividend on the Common Stock. Such adjustment shall be made
     whenever any such distribution is made and shall become effective
     retroactively to a date immediately following the close of business on the
     record date for the determination of stockholders entitled to receive such
     distribution.

          (iii) In case the Company at any time or from time to time shall take
     any action affecting its Common Stock which could have a dilutive effect on
     the number of shares of Common Stock that may be issued upon conversion of
     the Series B Stock, other than an action described in any of Section
     7(d)(i), 7(d)(ii) or Section 7(h), or an action which would have the same
     dilutive effect on the Series B Stock as on the Common Stock, then, and in
     each such case, the Conversion Price shall be adjusted in such manner and
     at such time as the Board of Directors of the Company in good faith
     determines to be equitable in the circumstances (such determination to be
     evidenced in a resolution, a certified copy of which shall be mailed to the
     holders of the Series B Stock).

          (iv) In the event that any convertible or exchangeable securities,
     options, warrants or other rights, the issuance of which shall have given
     rise to an adjustment pursuant to this Section 7(d) ("Convertible
     Securities"), shall have expired or terminated without the exercise thereof
     and/or if there shall have been an increase, with the passage of time or
     otherwise, in the price payable upon the exercise or conversion thereof or
     a decrease in the number of shares of Common Stock issuable upon the
     exercise or


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conversion thereof, then the Conversion Price hereunder shall be readjusted (but
to no greater extent then originally adjusted) on the basis of (A) eliminating
from the computation of the Conversion Price as of the time of the issuance of
the Convertible Securities any shares of Common Stock corresponding to such
Convertible Securities as shall have expired or terminated, (B) treating the
additional shares of Common Stock, if any, actually issued or issuable pursuant
to the previous exercise of such Convertible Securities as having been issued
for the consideration actually received and receivable therefor and (C) treating
any of such Convertible Securities which remain outstanding as being subject to
exercise or conversion on the basis of such exercise or conversion price as
shall be in effect at such time.

     (e) If the Company shall take a record of the holders of any of its Common
Stock for the purpose of entitling them to receive a dividend or other
distribution, and shall thereafter and before the distribution to stockholders
thereof legally abandon its plan to pay or deliver such dividend or
distribution, then thereafter no adjustment in the Conversion Price then in
effect shall be required by reason of the taking of such record.

     (f) Upon any increase or decrease in the Conversion Price, then, and in
each such case, the Company promptly shall deliver to each registered holder of
Series B Stock at least ten Business Days prior to effecting any of the
foregoing transactions a certificate, signed by the President or a
Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary of the Company, setting forth in reasonable detail the
event requiring the adjustment and the method by which such adjustment was
calculated and specifying the increased or decreased Conversion Price then in
effect following such adjustment.

     (g) No fractional shares or scrip representing fractional shares shall be
issued upon the conversion of any shares of Series B Stock. If more than one
share of Series B Stock shall be surrendered for conversion at one time by the
same holder, the number of full shares of Common Stock issuable upon conversion
thereof shall be computed on the basis of the aggregate number of the shares of
Series B Stock so surrendered. If the conversion of any share or shares of
Series B Stock results in a fraction, an amount equal to such fraction
multiplied by the Current Market Price of the Common Stock on the Business Day
preceding the day of conversion shall be paid to such holder in cash by the
Company.

     (h) In case of any capital reorganization or reclassification or other
change of outstanding

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shares of Common Stock (other than a change in par value, or from par value to
no par value, or from no par value to par value), or in case of any
consolidation or merger of the Company with or into another Person (other than a
consolidation or merger in which the Company is the resulting or surviving
Person and which does not result in any reclassification or change of
outstanding Common Stock), or in case of any sale or other disposition to
another Person of all or substantially all of the assets of the Company (any of
the foregoing, a "Transaction"), the Company, or such successor or purchasing
Person, as the case may be, shall execute and deliver to each holder of Series B
Stock at least ten Business Days prior to effecting any of the foregoing
Transactions a certificate that the holder of each share of Series B Stock then
outstanding shall have the right thereafter to convert such share of Series B
Stock into the kind and amount of shares of stock or other securities (of the
Company or another issuer) or property or cash receivable upon such Transaction
by a holder of the number of shares of Common Stock into which such share of
Series B Stock could have been converted immediately prior to such Transaction.
Such certificate shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section
7. If, in the case of any such Transaction, the stock, other securities, cash or
property receivable thereupon by a holder of Common Stock includes shares of
stock or other securities of a Person other than the successor or purchasing
Person and other than the Company, which controls or is controlled by the
successor or purchasing Person or which, in connection with such Transaction,
issues stock, securities, other property or cash to holders of Common Stock,
then such certificate also shall be executed by such Person, and such Person
shall, in such certificate, specifically acknowledge the obligations of such
successor or purchasing Person and acknowledge its obligations to issue such
stock, securities, other property or cash to the holders of Series B Stock upon
conversion of the shares of Series B Stock as provided above. The provisions of
this Section 7(h) and any equivalent thereof in any such certificate similarly
shall apply to successive Transactions.

          (i) In case at any time or from time to time:

               (A) the Company shall declare a dividend (or any other
          distribution) on its Common Stock;

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


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               (C) there shall be any reclassification of the Common Stock; or

               (D) there shall be an Extraordinary Event; then the Company shall
          mail to each holder of shares of Series B Stock at such holder's
          address as it appears on the transfer books of the Company, as
          promptly as possible but in any event at least ten days prior to the
          applicable date hereinafter specified, a notice stating (x) the date
          on which a record is to be taken for the purpose of such dividend,
          distribution or rights or warrants or, if a record is not to be taken,
          the date as of which the holders of Common Stock of record to be
          entitled to such dividend, distribution or rights are to be
          determined, or (y) the date on which such reclassification or
          Extraordinary Event is expected to become effective; provided that in
          the case of any event to which Section 7(h) applies, the Company shall
          give at least ten days' prior written notice as aforesaid. Such notice
          also shall specify the date as of which it is expected that holders of
          Common Stock of record shall be entitled to exchange their Common
          Stock for shares of stock or other securities or property or cash
          deliverable upon such reclassification or Extraordinary Event.

     (j) The Company shall at all times reserve and keep available for issuance
upon the conversion of the Series B Stock, such number of its authorized but
unissued shares of Common Stock as will from time to time be sufficient to
permit the conversion of all outstanding shares of Series B Stock, and shall
take all action required to increase the authorized number of shares of Common
Stock if at any time there shall be insufficient authorized but unissued shares
of Common Stock to permit such reservation or to permit the conversion of all
outstanding shares of Series B Stock.

     (k) The issuance or delivery of certificates for Common Stock upon the
conversion of shares of Series B Stock shall be made without charge to the
converting holder of shares of Series B Stock for such certificates or for any
tax in respect of the issuance or delivery of such certificates or the
securities represented thereby, and such certificates shall be issued or
delivered in the respective names of, or in such names as may be directed by,
the holders of the shares of Series B Stock converted; provided, however, that
the Company shall not be required to pay any tax which may be payable in respect
of any transfer involved in the issuance and delivery of any such certificate in
a name other than that of the holder of the shares of Series B Stock converted,
and the Company shall not be required to issue or deliver such certificate
unless or until the Person or Persons requesting the issuance or delivery
thereof shall have paid to the Company the amount of such tax or shall have
established to the reasonable satisfaction of the Company that such tax has


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been paid.

     Section 8. Certain Remedies.

     Any registered holder of Series B Stock shall be entitled to an injunction
or injunctions to prevent breaches of the provisions of this Certificate of
Amendment and to enforce specifically the terms and provisions of this
Certificate of Amendment in any court of the United States or any state thereof
having jurisdiction, this being in addition to any other remedy to which such
holder may be entitled at law or equity.

     Section 9. Definitions.

     For the purposes of this Certificate of Designations, Rights and
Preferences, the following terms shall have the meanings indicated:

     "Affiliate" shall have the meaning ascribed to such term in Rule 12b-2 of
the General Rules and Regulations under the Exchange Act.

     "Business Day" shall mean any day other than a Saturday, Sunday or other
day on which commercial banks in the City of New York are authorized or required
by law or executive order to close.

     "Common Stock" of the Company shall mean the Common Stock, no par value,
and any other common stock of the Company issued from time to time.

     "Conversion Price" shall have the meaning given it in Section 7 hereof.

     "Current Market Price" per share shall mean, on any date specified herein
for the determination thereof, (a) the average daily Market Price of the Common
Stock for those days during the period of 30 days, ending on such date, on which
the national securities exchanges were open for trading, and (b) if the Common
Stock is not then listed or admitted to trading on any national securities
exchange or quoted in the over-counter market, the Market Price on such date.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Securities and Exchange Commission
thereunder.

     "Extraordinary Event" means (i) the voluntary or involuntary liquidation,
dissolution or winding up of the Company, (ii) the voluntary sale, conveyance,
exchange or transfer to another Person of all or substantially all of the assets
of the Company and its Subsidiaries or (iii) the merger or consolidation of the
Company with one or more other Persons.

     "Fair Market Value" shall mean the amount which a willing buyer, under no
compulsion to buy,

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would pay a willing seller, under no compulsion to sell, in an arm's-length
transaction.

     "Initial Holder" shall mean any Person to whom shares of Series B Stock are
initially issued.

     "Issue Date" shall mean the first date on which shares of Series B Stock
are issued.

     "Junior Stock" shall mean any capital stock of the Company ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
Series B Stock.

     "Liquidation Preference" with respect to a share of Series B Stock shall
mean $4.40.

     "Market Price" shall mean, per share of Common Stock, on any date specified
herein: (a) the closing price per share of the Common Stock on such date
published in such date is published in The Wall Street Journal, the average of
the closing bid and asked prices on such date, as officially reported on the
principal national securities exchange on which the Common Stock is then listed
or admitted to trading; or (b) if the Common Stock is not then listed or
admitted to trading on any national securities exchange but is designated as a
national market system security by the NASD, the last trading price of the
Common Stock on such date; or (c) if there shall have been no trading on such
date or if the Common Stock is not so designated, the average of the reported
closing bid and asked prices of the Common Stock, on such date as shown by
NASDAQ and reported by any member firm of the New York Stock Exchange selected
by the Company; or (d) if none of (a), (b) or (c) is applicable, the Fair Market
Value per share determined in good faith by the Board of Directors of the
Company based on an opinion of a nationally recognized investment banking firm
unaffiliated with either the Company or the holders of the Series B Stock,
chosen by the Company (who shall bear the expense thereof) and acceptable to the
holders of at least a majority in interest of the Series B Stock.

     "NASD" shall mean the National Association of Securities Dealers, Inc.

     "NASDAQ" shall mean the National Market System of the National Association
of Securities Dealers, Inc. Automated Quotations System.

     "Parity Stock" shall mean any capital stock of the Company, including the
Series B Stock and the Series A Stock, ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series B
Stock.

     "Person" shall mean any individual, firm, corporation, partnership, trust,
incorporated or unincorporated association, joint venture, joint stock company,
government (or an agency or political subdivision thereof) or other entity of
any kind, and shall include any successor (by merger or otherwise) of


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<PAGE>   14




such entity.

     "Senior Stock" shall mean any capital stock of the Company ranking senior
(either as to dividends or upon liquidation, dissolution or winding up) to the
Series B Stock.

     "Subsidiary" of any Person shall mean any corporation or other entity of
which a majority of the voting power of the voting equity securities or equity
interest, or rights to profits, is owned, directly or indirectly, by such
Person.




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<PAGE>   15




     IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by John C. Maxwell, III, its Chairman and CEO, this 1st day of November,
1999.


                                            E-SYNC NETWORKS, INC.




                                            By: /s/ John C. Maxwell, III
                                               __________________________
                                               Chairman and CEO



                                      -15-