CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES

                                     OF

                           SENIOR PREFERRED STOCK

                                     OF

                          BIZNESSONLINE.COM, INC.
                           a Delaware Corporation

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

     BiznessOnline.com, Inc., a Delaware corporation (the "Company"),
acting pursuant to ss.151 of the General Corporation Law of Delaware, does
hereby submit the following Certificate of Designation of Series and
Designation of Rights and Preferences of its Senior Preferred Stock.

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

     SECOND: By unanimous consent of the Board of Directors of the Company
dated December 31, 2001, the following resolutions were duly adopted:

     WHEREAS the Certificate of Incorporation of the Company authorizes
preferred stock consisting of 1,000,000 shares, par value $0.01 per share,
issuable from time to time in one or more series; and

     WHEREAS the Board of Directors of the Company is authorized, subject
to limitations prescribed by law and by the provisions of Article Sixth of
the Company's Certificate of Incorporation, as amended, to establish and
fix the number of shares to be included in any series of Preferred Stock
and the designation, rights, preferences, powers, restrictions and
limitations of the shares of such series; and

     WHEREAS it is the desire of the Board 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 Sixth of the
Company's Certificate of Incorporation, as amended, there is hereby
established the following new series of Preferred Stock: 50,000 shares of
Senior Preferred Stock (the "Senior Preferred Stock"), to have the
designation, rights, preferences, powers, restrictions and limitations set
forth in a supplement of Article Sixth as follows:



Senior Preferred Stock.
----------------------

     1. Definitions. As used in subsection A of this Article Sixth,
capitalized terms not otherwise defined herein shall have the meanings
given to such terms in the Purchase Agreement. In addition, the following
capitalized terms have the following meanings:

     "Amended Credit Agreement" means that certain Credit Facility
Agreement dated as of March 16, 2000, as amended, including pursuant to
that certain Amendment Number Two to Credit Facility Agreement dated as of
December 31, 2001, by and among the Company and the Lenders (as defined
therein) thereto (the "Second Amendment"), and as such may be amended from
time to time thereafter.

     "By-laws" means the By laws of the Company, as amended and in effect
from time to time.

     "Board" means the Board of Directors of the Company.

     "Certificate of Incorporation" means the Certificate of Incorporation
of the Company as amended and restated and in effect at the time in
question.

     "Change of Control" means the occurrence of any of the following
events: (i) all or substantially all of the Company's assets, on a
consolidated basis, are sold as an entirety to any Person or related group
of Persons or there shall be consummated any consolidation or merger of the
Company (A) in which the Company is not the continuing or surviving company
(other than a consolidation or merger with a wholly-owned Subsidiary of the
Company in which all shares of Common Stock outstanding immediately prior
to the effectiveness thereof are changed into or exchanged for the same
consideration) or (B) pursuant to which the Common Stock would be converted
into cash, securities or other property, in any case, other than a
consolidation or merger of the Company in which the holders of the Common
Stock immediately prior to the sale of assets or consolidation or merger
have, directly or indirectly, at least a majority of the common stock of
the transferee or continuing or surviving company immediately after such
sale of assets or consolidation or merger, (ii) any "person" other than any
stockholder who as of the date hereof (including, without limitation, after
taking into account the consummation of the transactions contemplated by
the Purchase Agreement) is a beneficial owner of more than 30% of the total
voting power of the outstanding capital stock of the Company on a
Fully-Diluted Basis or an Affiliate of such a stockholder (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the
beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act;
provided that such person shall be deemed to have "beneficial ownership" of
all shares that such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than 30% of the total voting power of the outstanding
capital stock of the Company on a Fully-Diluted Basis.

     "Common Stock" means, collectively, all of the Common Stock, par value
$0.01 per share, of the Company of any class, and any other class of
capital stock of the Company hereafter authorized that is not limited to a
fixed sum or percentage of par or


                                     -2-



stated value in respect to the rights of the holders thereof to participate
in dividends or in the distribution of assets upon any liquidation,
dissolution or winding up of the Company.

     "Exchange Date" shall mean (X) January 6, 2002 if, on or before such
date, the Senior Preferred Holders have not received the Disclosure
Schedules to the Purchase Agreement, (Y) January 31, 2002 if, on or before
such date, (i) the Board of Directors of the Company has not received a
fairness opinion from an investment banking firm reasonably acceptable to
the Board of Directors of the Company to the effect that the transactions
contemplated by the Amended Credit Agreement and the Purchase Agreement are
fair to the Company from a financial point of view, and (ii) the Senior
Preferred Holders have not received an opinion from counsel to the Company
reasonably acceptable to the Senior Preferred Holders, in form and
substance reasonably satisfactory to the Senior Preferred Holders in
accordance with the Purchase Agreement, or (Z) June 30, 2002 if, on or
before such date, the Company has not obtained all required State Consents
(as defined in the Purchase Agreement), as set forth in Section 9.2 of the
Disclosure Schedule to the Purchase Agreement.

     "Fully-Diluted Basis" means, when referring to the computation of a
percentage of one or more classes of securities held by a Person, the
percentage that the number of shares of such class or classes of securities
that would be held by such Person after giving effect to the full exercise
of any options or warrants, the full conversion of any convertible
Securities and the full exchange of any exchangeable Securities held by
such Person, whether or not such warrants, options or convertible or
exchangeable Securities are then exercisable, convertible or exchangeable,
as the case may be, bears to the aggregate number of shares that would be
outstanding after giving effect to the full exercise of all warrants or
options, the full conversion of any convertible Securities and the full
exchange of any exchangeable Securities held by all Persons, whether or not
such warrants, options or convertible or exchangeable Securities are then
exercisable.

     "Fundamental Change" means (a) a sale or transfer of more than 50% of
the assets of the Company on a consolidated basis in any transaction or
series of related transactions or (b) any merger or consolidation to which
the Company is a party or sale of all or substantially all of the
outstanding capital stock of the Company, except for a merger in which the
Company is the surviving corporation and, after giving effect to such
merger, the holders of the Company's outstanding capital stock (on a
Fully-Diluted Basis) immediately prior to the merger will own outstanding
capital stock of the surviving corporation (on a Fully-Diluted Basis)
having a majority of the ordinary voting power to elect the board of
directors of the surviving corporation.

     "Junior Stock" means Common Stock, the Class A Preferred Stock, First
Series of the Company and any other shares of capital stock of the Company
other than the Senior Preferred Stock and Senior Securities.

     "Liquidation" means, subject to the provisions of Section 3, any
voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Company.

     "Liquidation Value" shall mean Original Cost.


                                     -3-



     "Maturity Date" means the earliest of (a) the date of a Change of
Control, (b) the date of a Fundamental Change, (c) December 31, 2006, (d)
the date of a Liquidation, (e) the Exchange Date or (f) upon the occurrence
of any Event of Default under and as defined in the Amended Credit
Agreement.

     "Net Proceeds" of any transaction shall mean the gross proceeds of
such transaction net of any commissions or transaction fees and expenses
paid by the Company in connection with such transaction.

     "Original Cost" means, with respect to each share of Senior Preferred
Stock, $100.

     "Person" shall be construed broadly and shall include, without
limitation, an individual, a partnership, a corporation, an association, a
joint stock company, a limited liability company, a trust, a joint venture,
an unincorporated organization and a Governmental Authority.

     "Purchase Agreement" means the Preferred Stock and Warrant Purchase
Agreement, dated as of December 31, 2001, between the Company and the
[Investor] (as defined therein), as amended, restated or otherwise modified
from time to time.

     "Rate per Annum" means the specified rate per annum computed on the
basis of actual days elapsed in a 360-day year.

     "Redemption Event" has the meaning ascribed to it in Section 6(a) of
this Article IV.

     "Redemption Price" has the meaning ascribed to it in Section 6(a) of
this Article IV.

     "Requisite Senior Preferred Holders" means the holders of a majority
of the then outstanding shares of Senior Preferred Stock.

     "Senior Preferred Holders" means holders of Senior Preferred Stock.

     "Senior Securities" means any shares of capital stock of the Company
created in compliance with the provisions hereof, which rank senior or
prior, or in preference, to the Senior Preferred Stock with respect to
dividends or the distribution of the Company's assets upon a Liquidation.

     "Stockholders Agreement" means the Investor Rights Agreement of the
Company, dated as of December 31, 2001, as amended, restated or otherwise
modified from time to time.

     "Warrant" has the meaning given to such term in the Purchase
Agreement.

2.   Dividends.
     ---------


                                     -4-



     (a)   The Senior Preferred Holders shall be entitled to receive, out of
funds legally available therefor, cumulative dividends on the Original Cost
of the shares of Senior Preferred Stock at the Rate per Annum of 12.0%
(subject to appropriate adjustments in the event of any stock dividend,
stock split, combination or other similar recapitalization affecting such
shares) per share per annum, payable in preference and priority to any
payment of any cash dividend on Junior Stock, when and as declared by the
Board.

     (b)   Such dividends shall accrue with respect to each share of Senior
Preferred Stock from the date on which such share is issued and outstanding
and thereafter shall be deemed to accrue on a quarterly basis whether or
not earned or declared and whether or not there exists profits, surplus or
other funds legally available for the payment of dividends, and shall be
cumulative so that if such dividends on the Senior Preferred Stock shall
not have been paid, or declared and set apart for payment, the deficiency
shall be fully paid or declared and set apart for payment before any
dividend shall be paid or declared or set apart for any Junior Stock and
before any purchase, acquisition or redemption of any Junior Stock is made
by the Company.

     (c)   Dividends shall be payable in cash, quarterly in arrears,
beginning March 31, 2002 to the extent that funds are legally available
therefor and the payment of such dividends does not violate the provisions
of any agreement or instrument to which the Company is a party. To the
extent dividends are not paid on March 31, 2002 and each June 30, September
30, December 31, and March 31 thereafter, (each a "Dividend Reference
Date") all dividends which have accrued on each share of outstanding Senior
Preferred Stock during the period ending on each Dividend Reference Date
shall be accumulated and shall remain accumulated and accrue dividends with
respect to such share of Senior Preferred Stock until paid in full in cash
to the holder thereof, whether or not there are funds legally available for
the payment of such dividends and whether or not such dividends are
declared. Each dividend paid in cash shall be mailed to the holders of
record of the Senior Preferred Stock as their names and addresses appear on
the share register of the Company or at the office of the transfer agent on
the corresponding dividend payment date.

     3. Liquidation. In the event of any Liquidation of the Company, the
Senior Preferred Holders shall be entitled to be paid out of the assets of
the Company legally available for distribution to its stockholders, after
and subject to the payment in full of all amounts required to be
distributed to the holders of any other class or series of stock of the
Company ranking on liquidation prior and in preference to the Senior
Preferred Stock, but before any payment shall be made to the holders of
Junior Stock by reason of their ownership thereof, an amount equal to the
Liquidation Value per share of Senior Preferred Stock plus any accrued and
unpaid dividends. If upon any such Liquidation of the Company the remaining
assets of the Company available for distribution to its stockholders shall
be insufficient to pay the holders of shares of Senior Preferred Stock the
full amount to which they shall be entitled, the holders of shares of
Senior Preferred Stock and any class or series of stock ranking on
liquidation on a parity with the Senior Preferred Stock shall share ratably
in any distribution of the remaining assets and funds of the Company in
proportion to the respective amounts which would otherwise be


                                     -5-



payable in respect of the shares held by them upon such distribution if all
amounts payable on or with respect to such shares were paid in full.

     4. Voting Rights.
        -------------

     (a)   In addition to the voting rights of the Senior Preferred Holders
required by law or pursuant to the Stockholders Agreement, the Purchase
Agreement or paragraph (b) of Section 5 below, the Senior Preferred Holders
shall be entitled to vote with the holders of Common Stock, together as a
single class with such holders of Common Stock, on all matters on which
such holders of Common Stock shall have a right to vote. The Senior
Preferred Holders shall have an aggregate number of votes on all such
matters equal to 45% of the total votes held by the holders of Common Stock
and the Senior Preferred Holders voting together as a single class (subject
to reduction to the extent that any of the Warrants are exercised such that
the aggregate number of votes held by the Senior Preferred Holders and the
holders of Warrant Shares shall equal 45% of the total votes held by the
holders of Common Stock (including the Warrant Shares) and the Senior
Preferred Holders, voting together as a single class), and each Senior
Preferred Holder shall have its pro rata portion of the total votes held by
all the Senior Preferred Holders based upon the aggregate number of shares
of Senior Preferred Stock it holds as of the date of such vote or, if
earlier, the record date therefor, if any.

     (b)   The Company shall not, without the affirmative consent or approval
of the Requisite Senior Preferred Holders:

          (i)   in any manner authorize, issue or sell any shares of (A)
     Senior Preferred Stock other than as contemplated by the Purchase
     Agreement or (B) Senior Securities or (C) Capital Stock that ranks
     pari passu with the Senior Preferred Stock with respect to dividends
     or the distribution of the Company's assets upon a Liquidation;

          (ii)  reclassify, cancel or in any manner alter or change the
     terms, designations, powers, preferences or relative, optional or
     other special rights, or the qualifications, limitations or
     restrictions, of the Senior Preferred Stock;

          (iii) amend, repeal, modify or otherwise change any provision of
     this Article Sixth (whether by merger, consolidation or otherwise);

          (iv)  amend, repeal or modify any provision of the Certificate of
     Incorporation or By-laws in a manner that would adversely affect the
     powers, preferences, privileges or rights of the Senior Preferred
     Stock or Senior Preferred Holders;

          (v)   take any action that would result in an increase in the
     principal amount of the Company's aggregate outstanding indebtedness
     of Five Million Dollars ($5,000,000) or more, in one or more
     transactions;


                                     -6-



          (vi)  redeem, acquire, purchase or repurchase, or agree or
     undertake to do any of the foregoing with respect to, any Capital
     Stock of the Company, other than Senior Securities and the Senior
     Preferred Stock;

          (vii) declare, set aside or pay any dividends or otherwise make
     any distributions in respect of any Capital Stock of the Company,
     other than the Senior Preferred Stock and Senior Securities;

          (viii) make any material change in the nature of the Company's
     business as it existed on December 31, 2001;

          (ix)  increase the number of directors constituting the Board of
     Directors to more than six (6) directors;

          (x)   enter into any contract, arrangement or transaction with an
     affiliate of the Company, other than a direct or indirect wholly-owned
     subsidiary of the Company; or

          (xi)  effect any sale, lease or other disposition of assets
     (including assets or capital stock of the Company's subsidiaries) with
     a fair market value in excess of $1,000,000.

     5. Senior Preferred Director.
        -------------------------

     (a)   Election. The Senior Preferred Holders shall be entitled to elect
one (1) director to the Company's Board of Directors, to serve for a term
of three (3) years or, longer, until his successor is duly elected and
qualified. The director elected by the Senior Preferred Holders shall serve
on the audit committee (or similar committee) and compensation committee
(or similar committee) of the Company's Board of Directors, if any.

     (b)   Quorum. At any meeting held for the purpose of electing directors
to be elected by the Senior Preferred Holders, the presence in person or by
proxy of the Requisite Senior Preferred Holders shall constitute a quorum
of the Senior Preferred Stock for the election of the director to be
elected solely by the Senior Preferred Holders.

     (c)   Required Vote. With respect to the election of any director by the
Senior Preferred Holders, such director may be elected by the affirmative
vote of the Requisite Senior Preferred Holders at a meeting duly called for
such purpose at which a quorum is present or by written consent of signed
by the Requisite Senior Preferred Holders.

     (d)   Vacancy. If there shall be any vacancy in the office of the
director elected by the Senior Preferred Holders, then a successor to hold
office for the unexpired term of such director may be elected by the
affirmative vote of the Requisite Senior Preferred Holders at a meeting
duly called for such purpose at which a quorum is present or by written
consent signed by the Requisite Senior Preferred Holders.


                                     -7-



     (e)   Removal. Any director who shall have been elected to the Board of
Directors of the Company by the Senior Preferred Holders may be removed
during his or her term of office, either with or without cause, by, and
only by, the affirmative vote of the Requisite Senior Preferred Holders at
a meeting duly called for such purpose at which a quorum is present or by
written consent signed by the Requisite Senior Preferred Holders, and any
vacancy created by such removal may be filled only in the manner provided
herein.

     (f)   Procedures. Any meeting of the Senior Preferred Holders and any
action taken by the Senior Preferred Holders by written consent without a
meeting in order to elect or remove a director hereunder shall be held in
accordance with the procedures and provisions of the Company's Bylaws, the
Delaware General Corporation Law and applicable law regarding shareholder
meetings and shareholder actions by written consent, as such are then in
effect (including, without limitation, the procedures and provisions for
determining the record date for shares entitled to vote).

     (g)   No Effect. The provisions of this Section 5 shall not affect in
any manner any other voting rights which the Senior Preferred Holders may
have pursuant hereto, the Company's Certificate of Incorporation or
applicable law.

     6. Redemption.
        ----------

     (a)   Unless the provisions of this Section 6 are waived by the
Requisite Senior Preferred Holders, the Company shall redeem all of the
shares of Senior Preferred Stock then outstanding on the Maturity Date. The
per share redemption price at which shares of Senior Preferred Stock are to
be redeemed pursuant to this Section 6(a) shall be equal to the Liquidation
Value plus any accrued and unpaid dividends (the "Redemption Price"). To
the extent that the Company does not have funds legally available to redeem
all of the Senior Preferred Stock, the Company shall, to the extent of its
funds legally available therefor, redeem the Senior Preferred Stock from
the Senior Preferred Holders on a pro rata basis based upon the number of
shares of Senior Preferred Stock held by each such holder, and all
remaining shares of Senior Preferred Stock shall be exchanged in accordance
with Section 7 hereof.

     (b)   On and after the payment of the Redemption Price or any date set
for redemption (the "Redemption Date") pursuant to this Section 6 (unless
default shall be made by the Company in the payment of the Redemption
Price, in which event such rights shall be exercisable until such default
is cured), all rights in respect of the shares of the Senior Preferred
Stock to be redeemed, except the right to receive the Redemption Price,
shall cease and terminate, and such shares shall no longer be deemed to be
outstanding, whether or not the certificates representing such shares have
been received by the Company.

     (c)   Any communication or notice relating to redemption given pursuant
to this Section 6 shall be sent by first-class certified mail, return
receipt requested, postage prepaid, to the Senior Preferred Holders, at
their respective addresses as the same shall


                                     -8-



appear on the books of the Company, or to the Company at the address of its
principal, or registered office, as the case may be.

     (d)   At any time on or after the Redemption Date, the Senior Preferred
Holders shall be entitled to receive the Redemption Price upon actual
delivery to the Company or its agents of the certificates representing the
shares of the Class A Preferred Stock to be redeemed.

     (e)   Any redemption payments by the Company pursuant to this Section 6
shall be paid in cash by wire transfer of immediately available funds or
bank or cashier's check.

     (f)   Any shares of Senior Preferred Stock which are redeemed, or
otherwise acquired by the Company shall be canceled and shall not be
reissued, sold or transferred as Senior Preferred Stock but such shares
shall become unclassified Preferred Stock of the Company (as treasury
shares).

     7. Exchange.
        --------

     (a)   If the Company is to redeem the Senior Preferred Stock on the
Exchange Date pursuant to Section 6 hereof, to the extent that the Company
does not have funds legally available to redeem all of the shares of Senior
Preferred Stock on such date, the Company shall exchange all of the shares
of Senior Preferred Stock then outstanding on the Exchange Date and not so
redeemed, plus all accrued and unpaid dividends thereon, into senior
secured debt of the Company pursuant to Section 1.1 of the Second Amendment
(the "Exchanged Debt") with a principal amount of $1,000 for each $1,000 of
Liquidation Value of such Senior Preferred Stock and accrued, but unpaid
dividends thereon. The Exchanged Debt shall be on terms and conditions
which are the same as the terms and conditions (including, without
limitation, provisions for the payment of interest and repayment of
principal) as all other indebtedness for borrowed money under the Amended
Credit Agreement, and shall be secured by the same collateral as the debt
under the Amended Credit Agreement, in each case mutatis mutandis. The
exchange of shares of Senior Preferred Stock pursuant to this Section 7
shall be effective immediately prior to the event giving rise to the
Company's redemption obligation.

     (b)   The Exchanged Debt shall be noted on the appropriate books and
records of the Company and its subsidiaries and the lender(s) under the
Amended Credit Agreement. The Company hereby acknowledges its intent that
the Exchanged Debt comply with all the laws, regulations and orders of
and/or administered by the Federal Communications Commission, any state
public utility commission, public service commission or other similar
governmental agency, authority, commission or body having jurisdiction over
the Company's business, or any other statutory and regulatory requirements
applicable to the Senior Preferred Holders (or any subsequent holder)
relating to its ownership, exercise and/or other realization of rights in
connection herewith. If at any time the terms and conditions of any such
ownership, exercise or other ability to realize upon rights under this
Section 7 violates, is in conflict with or requires any consent under any
such legal requirements, then the Company will use its


                                     -9-



best efforts to amend the underlying documents (or the relevant rights
therein) and/or to file and prosecute (or to cause others to file and
prosecute) applications for any such consent in order to enable the Company
and the Senior Preferred Holders (or such subsequent holder) to be in
compliance in all material respects with such legal requirements.

     (c)   An exchange pursuant to this Section 7 shall be made no less than
30 days following the Exchange Date on the date therefor fixed by the
Company for the exchange (the "Exchange Date") and upon surrender of the
certificate or certificates representing the shares of Senior Preferred
Stock to be exchanged hereunder.

     8. Replacement. Upon receipt of evidence reasonably satisfactory to
the Company (an affidavit of the registered holder will be satisfactory) of
the ownership and the loss, theft, destruction or mutilation of any
certificate evidencing shares of Senior Preferred Stock, the Company will
(at its expense) execute and deliver in lieu of such certificate a new
certificate of like kind representing the shares of Senior Preferred Stock,
dated the date of such lost, stolen, destroyed or mutilated certificate. No
Senior Preferred Holder shall be required to provide the Company or any
Person with an indemnity or surety bond in the case of a lost, stolen or
destroyed certificate, but the holder of a mutilated certificate shall only
be entitled to a replacement certificate upon presentation of such
mutilated certificate.

     9. Amendment and Waiver. No amendment, modification or any other
change, directly or indirectly, in any manner with respect to any term or
provision of this Certificate or the Senior Preferred Stock will be valid
without the prior written consent of the Requisite Senior Preferred
Holders.

     10. Notices. All notices will be in writing and will be delivered by
registered or certified mail, return receipt requested, postage prepaid and
will be deemed to have been given when so mailed (i) to the Company, at its
principal executive offices and (ii) to the holder of the Senior Preferred
Stock, at such holder's address as it appears in the stock records of the
Company (unless otherwise indicated by any such holder).


                                     -10-





         IN WITNESS WHEREOF, Bizness Online, Inc. caused this Certificate
         to be signed by its Chief Executive Officer and attested to by its
         Vice President, respectively, on this 31st day of December 2001.



                                  BIZNESSONLINE.COM, INC.



                                  By: /s/ Mark E. Munro
                                     ---------------------------------------
                                     Name:  Mark E. Munro
                                     Title: CEO, BiznessOnline.com, Inc.


         ATTEST:


          /s/ Daniel J. Sullivan
         ------------------------------------
         Name: Daniel J. Sullivan
         Title: Vice President