EXHIBIT 3.11

                                  ICEWEB, INC.

                              AMENDED AND RESTATED
                   CERTIFICATE OF DESIGNATIONS OF PREFERENCES,
                             RIGHTS AND LIMITATIONS
                                       OF
                      SERIES B CONVERTIBLE PREFERRED STOCK

The undersigned, John R. Signorello and Myle Phuong , do hereby certify that:

                  1. They are the CEO and Secretary, respectively, of ICEWEB,
INC., a Delaware corporation (the "Corporation").

                  2. The Corporation is authorized to issue 10,000,000 shares of
preferred stock, of which 1,666,667 shares of Series A Convertible Preferred
Stock have been previously issued.

                  3. The following resolutions were duly adopted by the Board of
Directors:

         WHEREAS, the Certificate of Incorporation of the Corporation provides
for a class of its authorized stock known as preferred stock, comprised of
10,000,000 shares, $0.001 par value per share, issuable from time to time in one
or more series;

         WHEREAS, the Board of Directors of the Corporation is authorized to fix
the dividend rights, dividend rate, voting rights, conversion rights, rights and
terms of redemption and liquidation preferences of any wholly unissued series of
preferred stock and the number of shares constituting any Series and the
designation thereof, of any of them;

         WHEREAS, THE ICEWEB, INC. CERTIFICATE OF DESIGNATIONS OF PREFERENCES,
RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK was executed
September 27, 2005 and filed in the Office of the Secretary of State of the
State of Delaware on September 28, 2005 at 11:00 a.m., and a filed copy of said
certificate was forwarded to the Newcastle County Recorder of Deeds;

         WHEREAS, none of the 833,334 authorized shares of ICEWEB, INC. Series B
Convertible Preferred Stock are issued or outstanding; and

         WHEREAS, it is the desire of the Board of Directors of the Corporation,
pursuant to its authority as aforesaid, to amend and restate the rights,
preferences, restrictions and other matters relating to said authorized but
unissued 833,334 shares of Series B Convertible Preferred Stock; and

         WHEREAS, it is the desire of the Board of Directors of the Corporation,
pursuant to its authority as aforesaid, to fix the rights, preferences,
restrictions and other matters relating to an additional 1,000,000 shares of
Series B Convertible Preferred Stock which, with the above-

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referenced 833,334 authorized but unissued shares of Series B Convertible
Preferred Stock will total 1,833,334 authorized but unissued shares of Series B
Convertible Preferred Stock.

         NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby
provide for the amendment and restatement of THE ICEWEB, INC. CERTIFICATE OF
DESIGNATIONS OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE
PREFERRED STOCK, providing for the issuance of a series of preferred stock for
cash or exchange of other securities, rights or property and does hereby fix and
determine the rights, preferences, restrictions and other matters relating to
such series of preferred stock as follows:

         The Board of Directors hereby confirms that none of the 833,334
authorized shares of ICEWEB, INC. Series B Convertible Preferred Stock are
issued and outstanding.

                            TERMS OF PREFERRED STOCK

                  Section 1. Definitions. Capitalized terms used and not
otherwise defined herein that are defined in the Purchase Agreement (as defined
below) shall have the meanings given such terms in the Purchase Agreement. For
the purposes hereof, the following terms shall have the following meanings:

                  "Bankruptcy Event" means any of the following events: (a) the
         Corporation or any Significant Subsidiary (as such term is defined in
         Rule 1.02(s) of Regulation S-X) thereof commences a case or other
         proceeding under any bankruptcy, reorganization, arrangement,
         adjustment of debt, relief of debtors, dissolution, insolvency or
         liquidation or similar law of any jurisdiction relating to the
         Corporation or any Significant Subsidiary thereof; (b) there is
         commenced against the Corporation or any Significant Subsidiary thereof
         any such case or proceeding that is not dismissed within 60 days after
         commencement; (c) the Corporation or any Significant Subsidiary thereof
         is adjudicated insolvent or bankrupt or any order of relief or other
         order approving any such case or proceeding is entered; (d) the
         Corporation or any Significant Subsidiary thereof suffers any
         appointment of any custodian or the like for it or any substantial part
         of its property that is not discharged or stayed within 60 days; (e)
         the Corporation or any Significant Subsidiary thereof makes a general
         assignment for the benefit of creditors; (f) the Corporation or any
         Significant Subsidiary thereof calls a meeting of its creditors with a
         view to arranging a composition, adjustment or restructuring of its
         debts; or (g) the Corporation or any Significant Subsidiary thereof, by
         any act or failure to act, expressly indicates its consent to, approval
         of or acquiescence in any of the foregoing or takes any corporate or
         other action for the purpose of effecting any of the foregoing.

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                  "Closing Dates" means the Trading Days when all of the
         Transaction Documents have been executed and delivered by the
         applicable parties thereto, and all conditions precedent to (i) the
         Investor's obligations to pay the Subscription Amounts and (ii) the
         Corporation's obligations to deliver the Series B Preferred Stock and
         Warrants have been satisfied or waived, including the satisfaction of
         all provisions of the Escrow Agreement entered into pursuant to the
         terms of the Purchase Agreement.

                  "Commission" means the Securities and Exchange Commission.

                  "Common Stock" means the Corporation's common stock, par value
         $0.001 per share, and stock of any other class into which such shares
         may hereafter have been reclassified or changed.

                  "Common Stock Equivalents" means any securities of the
         Corporation or the Subsidiaries which would entitle the holder thereof
         to acquire at any time Common Stock, including without limitation, any
         debt, preferred stock, rights, options, warrants or other instrument
         that is at any time convertible into or exchangeable for, or otherwise
         entitles the holder thereof to receive, Common Stock.

                  "Conversion Date" shall have the meaning set forth in Section
         6(a).

                  "Conversion Ratio" shall have the meaning set forth in Section
         6(a).

                  "Conversion Value" shall have the meaning set forth in Section
         6(a).

                  "Conversion Shares" means, collectively, the shares of Common
         Stock into which the shares of Series B Preferred Stock are convertible
         in accordance with the terms hereof.

                  "Conversion Shares Registration Statements" means a
         registration statement or statements that meet the requirements of the
         Registration Rights Agreements and registers the resale of all
         Conversion Shares by the Holder, who shall be named as a "selling
         stockholder" thereunder, all as provided in the Registration Rights
         Agreement.

                  "Dilutive Issuance" shall have the meaning set forth in
         Section 7(b) hereof.

                  "Effective Date" means the date that the Conversion Shares
         Registration Statement or Statements are declared effective by the
         Commission.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended.

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                  "Exempt Issuance" means the issuance of (a) shares of Common
         Stock or options to employees, officers or directors of the Corporation
         pursuant to any stock or option plan duly adopted by a majority of the
         non-employee members of the Board of Directors of the Corporation or a
         majority of the members of a committee of non-employee directors
         established for such purpose, (b) securities upon the exercise of or
         conversion of any securities issued hereunder, and of any convertible
         securities, options or warrants issued and outstanding on the date of
         this Certificate of Designations, provided that such securities have
         not been amended since the date of this Certificate of Designations to
         increase the number of such securities, and (c) securities issued
         pursuant to acquisitions or strategic transactions, provided any such
         issuance shall only be to a Person which is, itself or through its
         subsidiaries, an operating company in a business synergistic with the
         business of the Corporation and in which the Corporation receives
         benefits in addition to the investment of funds, but shall not include
         a transaction in which the Corporation is issuing securities primarily
         for the purpose of raising capital or to an entity whose primary
         business is investing in securities.

                  "Fundamental Transaction" shall have the meaning set forth in
         Section 7(f)(iii) hereof.

                  "Holder" shall have the meaning given such term in Section 2
         hereof.

                  "Junior Securities" means the Common Stock and all other
         equity or equity equivalent securities of the Corporation other than
         those securities that are explicitly senior in rights or liquidation
         preference to the Series B Preferred Stock.

                  "Original Issue Dates" shall mean the dates of (a) the first
         issuance of any shares exchanged for any shares of the Series B
         Preferred Stock, and (b) the first issuance of any shares of the Series
         B Preferred Stock; regardless of the number of transfers of any
         particular shares of Series B Preferred Stock and regardless of the
         number of certificates which may be issued to evidence such Series B
         Preferred Stock.

                  "Person" means a corporation, an association, a partnership, a
         limited liability company, a business association, an individual, a
         government or political subdivision thereof or a governmental agency.

                  "Purchase Agreement" means the Preferred Stock Purchase
         Agreement, dated as of September 8, 2005, to which the Corporation and
         the original Holders are parties, as amended, modified or supplemented
         from time to time in accordance with its terms, copies of which are on
         file at the principal offices of the Corporation.

                  "Registration Rights Agreements" means the Registration Rights
         Agreements, dated as of the Closing Dates, to which the Corporation and
         the original Holder are parties, as amended, modified or supplemented
         from time to time in accordance with its terms.

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                  "Securities Act" means the Securities Act of 1933, as amended,
         and the rules and regulations promulgated thereunder.

                  "Series B Preferred Stock" shall have the meaning set forth in
         Section 2.

                  "Subscription Amounts" shall mean the Five Hundred Thousand
         ($500,000.00) to be paid.

                  "Subsidiary" shall mean a corporation, limited liability
         company, partnership, joint venture or other business entity of which
         the Corporation owns beneficially or of record more than 19% of the
         equity interest.

                  "Trading Day" means a day on which the Common Stock is traded
         on a Trading Market.

                  "Trading Market" means the following markets or exchanges on
         which the Common Stock is listed or quoted for trading on the date in
         question: the Nasdaq SmallCap Market, the American Stock Exchange, the
         New York Stock Exchange, the Nasdaq National Market or the OTC Bulletin
         Board.

                  "Transaction Documents" shall have the meaning set forth in
         the Purchase Agreements.

                  "VWAP" means, for any date, the price determined by the first
         of the following clauses that applies: (a) if the Common Stock is then
         listed or quoted on a Trading Market, the daily volume weighted average
         price of the Common Stock for such date (or the nearest preceding date)
         on the primary Trading Market on which the Common Stock is then listed
         or quoted as reported by Bloomberg Financial L.P. (based on a Trading
         Day from 9:30 a.m. EST to 4:02 p.m. Eastern Time) using the VAP
         function; (b) if the Common Stock is not then listed or quoted on the
         Trading Market and if prices for the Common Stock are then reported in
         the "Pink Sheets" published by the National Quotation Bureau
         Incorporated (or a similar organization or agency succeeding to its
         functions of reporting prices), the most recent bid price per share of
         the Common Stock so reported; or (c) in all other cases, the fair
         market value of a share of Common Stock as determined by a nationally
         recognized-independent appraiser selected in good faith by Purchasers
         holding a majority of the principal amount of Series B Preferred Stock
         then outstanding.

                  Section 2. Designation, Amount and Par Value. The series of
         preferred stock shall be designated as the Corporation's Series B
         Convertible Preferred Stock (the "Series B Preferred Stock" or
         "Preferred Stock") and the number of shares so designated shall be
         1,833,334 (which shall not be subject to increase without the consent
         of all of the holders of the Series B Preferred Stock (each a "Holder"
         and collectively, the "Holders"). Each share of Series B Preferred
         Stock shall have a par value of $.001 per share. Capitalized terms not
         otherwise defined herein shall have the meaning given such terms in
         Section 1 hereof.

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                  Section 3. Dividends and Other Distributions. No dividends
shall be payable with respect to the Series B Preferred Stock. No dividends
shall be payable with respect to the Common Stock while the Series B Preferred
Stock is outstanding. The Common Stock shall not be redeemed while the Series B
Preferred Stock is outstanding.

                  Section 4. Voting Rights. The Series B Preferred Stock shall
have no voting rights. However, so long as any shares of Series B Preferred
Stock are outstanding, the Corporation shall not, without the affirmative
approval of the Holders of the shares of the Series B Preferred Stock then
outstanding, (a) alter or change adversely the powers, preferences or rights
given to the Series B Preferred Stock or alter or amend this Amended and
Restated Certificate of Designation, (b) authorize or create any class of stock
ranking as to dividends or distribution of assets upon a Liquidation (as defined
in Section 5) senior to or otherwise pari passu with the Series B Preferred
Stock, or any of preferred stock possessing greater voting rights or the right
to convert at a more favorable price than the Series B Preferred Stock, (c)
amend its certificate or articles of incorporation or other charter documents in
breach of any of the provisions hereof, (d) increase the authorized number of
shares of Series B Preferred Stock, or (e) enter into any agreement with respect
to the foregoing.

                  Section 5. Liquidation. Upon any liquidation, dissolution or
winding-up of the Corporation, whether voluntary or involuntary (a
"Liquidation"), the Holders shall be entitled to receive out of the assets of
the Corporation, whether such assets are capital or surplus, for each share of
Series B Preferred Stock an amount equal to 27.27 cents ($0.2727), (the
"Liquidation Value") before any distribution or payment shall be made to the
holders of any Junior Securities, and if the assets of the Corporation shall be
insufficient to pay in full such amounts, then the entire assets to be
distributed to the Holders shall be distributed among the Holders ratably in
accordance with the respective amounts that would be payable on such shares if
all amounts payable thereon were paid in full. At the election of a Holder made
by written notice delivered to the Corporation at least two (2) business days
prior to the effective date of the subject transaction, as to the shares of
Series B Preferred Stock held by such Holder, a Fundamental Transaction
(excluding for purposes of this Section 5 any Fundamental Transaction described
in Section 7(f)(iv)(A) or 7(f)(iv)(B)) or Change of Control shall be treated as
a Liquidation.

                  Section 6. Conversion.

                  a) Conversions at Option of Holder. Each share of Series B
         Preferred Stock shall be initially convertible [subject to the
         limitations set forth in Section 6(c)], into one (1) share of Common
         Stock (as adjusted as provided below, the "Conversion Ratio") at the
         option of the Holders, at any time and from time to time from and after
         the Original Issue Dates. Holders shall effect conversions by providing
         the Corporation with the form of conversion notice attached hereto as
         Annex A (a "Notice of Conversion") as fully and originally executed by
         the Holder, together with the delivery by the Holder to the Corporation
         of the stock certificate(s) representing the number of shares of Series

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         B Preferred Stock so converted, with such stock certificates being duly
         endorsed in full for transfer to the Corporation or with an applicable
         stock power duly executed by the Holder in the manner and form as
         deemed reasonable by the transfer agent of the Common Stock. Each
         Notice of Conversion shall specify the number of shares of Series B
         Preferred Stock to be converted, the number of shares of Series B
         Preferred Stock owned prior to the conversion at issue, the number of
         shares of Series B Preferred Stock owned subsequent to the conversion
         at issue, the stock certificate number and the shares of Series B
         Preferred Stock represented thereby which are accompanying the Notice
         of Conversion, and the date on which such conversion is to be effected,
         which date may not be prior to the date the Holder delivers such Notice
         of Conversion and the applicable stock certificates to the Corporation
         by overnight delivery service (the "Conversion Date"). If no Conversion
         Date is specified in a Notice of Conversion, the Conversion Date shall
         be the Trading Day immediately following the date that such Notice of
         Conversion and applicable stock certificates are received by the
         Corporation. The calculations and entries set forth in the Notice of
         Conversion shall control in the absence of manifest or mathematical
         error. Shares of Series B Preferred Stock converted into Common Stock
         in accordance with the terms hereof shall be canceled and may not be
         reissued. The initial value of the Series B Preferred Stock on the
         Conversion Date shall be equal to 27.27 cents ($0.2727), per share (as
         adjusted pursuant to Section 7 or otherwise as provided herein, the
         "Conversion Value"). If the initial Conversion Value is adjusted
         pursuant to Section 7 or as otherwise provided herein, the Conversion
         Ratio shall likewise be adjusted and the new Conversion Ratio shall
         equal the Liquidation Value divided by the new Conversion Value.
         Thereafter, subject to any further adjustments in the Conversion Value,
         each share of Series B Preferred Stock shall be convertible into that
         number of shares of Common Stock equal to the new Conversion Ratio.

                  b) Automatic Conversion. Subject to Section 5, all of the
         outstanding shares of Series B Preferred Stock shall be automatically
         converted into the Conversion Shares upon the close of business on the
         business day immediately preceding the date fixed for consummation of
         any transaction resulting in a Change of Control of the Corporation (an
         "Automatic Conversion Event"). A "Change in Control" means a
         consolidation or merger of the Corporation with or into another company
         or entity in which the Corporation is not the surviving entity or the
         sale of all or substantially all of the assets of the Corporation to
         another company or entity not controlled by the then existing
         stockholders of the Corporation in a transaction or series of
         transactions. The Corporation shall not be obligated to issue
         certificates evidencing the Conversion Shares unless certificates
         evidencing the shares of Series B Preferred Stock so converted are
         either delivered to the Corporation or its transfer agent or the holder
         notifies the Corporation or its transfer agent in writing that such
         certificates have been lost, stolen, or destroyed and executes an
         agreement satisfactory to the Corporation to indemnify the Corporation
         from any loss incurred by it in connection therewith. Upon the
         conversion of the Series B Preferred Stock pursuant to this Section
         6(b), the Company shall promptly send written notice thereof, by hand
         delivery or by overnight delivery, to the holder of record of all of
         the Series B Preferred Stock at its address then shown on the records

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         of the Corporation, which notice shall state that certificates
         evidencing shares of Series B Preferred Stock must be surrendered at
         the office of the Corporation (or of its transfer agent for the Common
         Stock, if applicable).

                  c) Beneficial Ownership Limitation. Except as provided in
         Section 6(b) above, the Corporation shall not effect any conversion of
         the Series B Preferred Stock, and the Holder shall not have the right
         to convert any portion of the Series B Preferred Stock to the extent
         that after giving effect to such conversion, the Holder (together with
         the Holder's affiliates), as set forth on the applicable Notice of
         Conversion, would beneficially own in excess of 4.9% of the number of
         shares of the Common Stock outstanding immediately after giving effect
         to such conversion. For purposes of the foregoing sentence, the number
         of shares of Common Stock beneficially owned by the Holder and its
         affiliates shall include the number of shares of Common Stock issuable
         upon conversion of the Series B Preferred Stock with respect to which
         the determination of such sentence is being made, but shall exclude the
         number of shares of Common Stock which would be issuable upon (A)
         conversion of the remaining, nonconverted shares of Series B Preferred
         Stock beneficially owned by the Holder or any of its affiliates, so
         long as such shares of Series B Preferred Stock are not convertible
         within sixty (60) days from the date of such determination, and (B)
         exercise or conversion of the unexercised or nonconverted portion of
         any other securities of the Corporation (including the Warrants)
         subject to a limitation on conversion or exercise analogous to the
         limitation contained herein beneficially owned by the Holder or any of
         its affiliates, so long as such other securities of the Corporation are
         not exercisable nor convertible within sixty (60) days from the date of
         such determination. For purposes of this Section 6(c), in determining
         the number of outstanding shares of Common Stock, the Holder may rely
         on the number of outstanding shares of Common Stock as reflected in the
         most recent of the following: (A) the Corporation's most recent
         quarterly reports, Form 10-Q, Form 10-QSB, Annual Reports, Form 10-K,
         or Form 10-KSB, as the case may be, as filed with the Commission under
         the Exchange Act (B) a more recent public announcement by the
         Corporation or (C) any other written notice by the Corporation or the
         Corporation's transfer agent setting forth the number of shares of
         Common Stock outstanding. Upon the written or oral request of the
         Holder, the Corporation shall within two (2) Trading Days confirm
         orally and in writing to the Holder the number of shares of Common
         Stock then outstanding. In any case, the number of outstanding shares
         of Common Stock shall be determined after giving effect to the
         conversion or exercise of securities of the Corporation, including the
         Series B Preferred Stock, by the Holder or its affiliates since the
         date as of which such number of outstanding shares of Common Stock was
         publicly reported by the Corporation. This Section 6(c) may be waived
         or amended only with the consent of the Holders of all of the Series B
         Preferred Stock and the consent of the holders of a majority of the
         shares of outstanding Common Stock of the Corporation who are not
         Affiliates. For the purpose of the immediately preceding sentence, the
         term "Affiliate" shall mean any person: (a) that directly or
         indirectly, through one or more intermediaries controls, or is
         controlled by, or is under common control with the Corporation, or (b)
         who beneficially owns (i) any shares of Series B Preferred Stock, or
         (ii) the Corporation's Common Stock Purchase Warrant(s) dated September
         8, 2005. For purposes of this

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         Section 6(c), beneficial ownership shall be calculated in accordance
         with Section 13(d) of the Exchange Act.

                  d) Mechanics of Conversion

                           (i) Delivery of Certificate Upon Conversion. Except
         as otherwise set forth herein, not later than three Trading Days after
         each Conversion Date (the "Share Delivery Date"), the Corporation shall
         deliver to the Holder (A) a certificate or certificates which, after
         the Effective Date, shall be free of restrictive legends and trading
         restrictions (other than those required by the Purchase Agreement)
         representing the number of shares of Common Stock being acquired upon
         the conversion of shares of Series B Preferred Stock, and (B) a bank
         check in the amount of accrued and unpaid dividends (if the Corporation
         has elected or is required to pay accrued dividends in cash). After the
         Effective Date, the Corporation shall, upon request of the Holder,
         deliver any certificate or certificates required to be delivered by the
         Corporation under this Section electronically through the Depository
         Trust Corporation or another established clearing corporation
         performing similar functions. If in the case of any Notice of
         Conversion such certificate or certificates are not delivered to or as
         directed by the applicable Holder by the third Trading Day after the
         Conversion Date, the Holder shall be entitled to elect by written
         notice to the Corporation at any time on or before its receipt of such
         certificate or certificates thereafter, to rescind such conversion, in
         which event the Corporation shall immediately return the certificates
         representing the shares of Series B Preferred Stock tendered for
         conversion.

                           (ii) Obligation Absolute; Partial Liquidated
         Damages. The Corporation's obligations to issue and deliver the
         Conversion Shares upon conversion of Series B Preferred Stock in
         accordance with the terms hereof are absolute and unconditional,
         irrespective of any action or inaction by the Holder to enforce the
         same, any waiver or consent with respect to any provision hereof, the
         recovery of any judgment against any Person or any action to enforce
         the same, or any setoff, counterclaim, recoupment, limitation or
         termination, or any breach or alleged breach by the Holder or any other
         Person of any obligation to the Corporation or any violation or alleged
         violation of law by the Holder or any other person, and irrespective of
         any other circumstance which might otherwise limit such obligation of
         the Corporation to the Holder in connection with the issuance of such
         Conversion Shares. In the event a Holder shall elect to convert any or
         all of its Series B Preferred Stock, the Corporation may not refuse
         conversion based on any claim that such Holder or any one associated or
         affiliated with the Holder has been engaged in any violation of law,
         agreement or for any other reason, unless, an injunction from a court,
         on notice, restraining and or enjoining conversion of all or part of
         this Series B Preferred Stock shall have been sought and obtained and
         the Corporation posts a surety bond for the benefit of the Holder in
         the amount of 150% of the Conversion Value of Series B Preferred Stock
         outstanding, which is subject to the injunction, which bond shall
         remain in effect until the completion of arbitration/litigation of the
         dispute and the proceeds of which shall be payable to such Holder to
         the extent it obtains judgment. In the absence of an injunction
         precluding the same, the Corporation

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         shall issue Conversion Shares or, if applicable, cash, upon a properly
         noticed conversion. If the Corporation fails to deliver to the Holder
         such certificate or certificates pursuant to Section 6(d)(i) within two
         Trading Days of the Share Delivery Date applicable to such conversion,
         the Corporation shall pay to such Holder, in cash, as liquidated
         damages and not as a penalty, for each $5,000 of Conversion Value of
         Series B Preferred Stock being converted, $50 per Trading Day
         (increasing to $100 per Trading Day after three (3) Trading Days and
         increasing to $200 per Trading Day six (6) Trading Days after such
         damages begin to accrue) for each Trading Day after the Share Delivery
         Date until such certificates are delivered. Nothing herein shall limit
         a Holder's right to pursue actual damages for the Corporation's failure
         to deliver certificates representing shares of Common Stock upon
         conversion within the period specified herein and such Holder shall
         have the right to pursue all remedies available to it hereunder, at law
         or in equity including, without limitation, a decree of specific
         performance and/or injunctive relief.

                           (iii) Compensation for Buy-In on Failure to Timely
         Deliver Certificates Upon Conversion. If the Corporation fails to
         deliver to the Holder such certificate or certificates pursuant to
         Section 6(d)(i) by a Share Delivery Date, and if after such Share
         Delivery Date the Holder purchases (in an open market transaction or
         otherwise) Common Stock to deliver in satisfaction of a sale by such
         Holder of the Conversion Shares which the Holder was entitled to
         receive upon the conversion relating to such Share Delivery Date (a
         "Buy-In"), then the Corporation shall pay in cash to the Holder the
         amount by which (x) the Holder's total purchase price (including
         brokerage commissions, if any) for the Common Stock so purchased
         exceeds (y) the product of (1) the aggregate number of shares of Common
         Stock that such Holder was entitled to receive from the conversion at
         issue multiplied by (2) the price at which the sell order giving rise
         to such purchase obligation was executed. For example, if the Holder
         purchases Common Stock having a total purchase price of $11,000 to
         cover a Buy-In with respect to an attempted conversion of shares of
         Series B Preferred Stock with respect to which the aggregate sale price
         giving rise to such purchase obligation is $10,000, under clause (A) of
         the immediately preceding sentence the Corporation shall be required to
         pay the Holder $1,000. The Holder shall provide the Corporation written
         notice indicating the amounts payable to the Holder in respect of the
         Buy-In, together with applicable confirmations and other evidence
         reasonably requested by the Corporation. Nothing herein shall limit a
         Holder's right to pursue any other remedies available to it hereunder,
         at law or in equity including, without limitation, a decree of specific
         performance and/or injunctive relief with respect to the Corporation's
         failure to timely deliver certificates representing shares of Common
         Stock upon conversion of the shares of Series B Preferred Stock as
         required pursuant to the terms hereof.

                           (iv) Reservation of Shares Issuable Upon Conversion.
         The Corporation covenants that it will at all times reserve and keep
         available out of its authorized and unissued shares of Common Stock
         solely for the purpose of issuance upon conversion of the Series B
         Preferred Stock, each as herein provided, free from preemptive rights
         or any other actual contingent purchase rights of persons other than
         the Holders, not less than such number of shares of the Common Stock as
         shall (subject to any additional requirements of the Corporation as to
         reservation of such shares set forth in the Purchase

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         Agreement) be issuable (taking into account the adjustments and
         restrictions of Section 7) upon the conversion of all outstanding
         shares of Series B Preferred Stock. The Corporation covenants that all
         shares of Common Stock that shall be so issuable shall, upon issue, be
         duly and validly authorized, issued and fully paid, nonassessable and,
         if the Conversion Shares Registration Statement is then effective under
         the Securities Act, registered for public sale in accordance with such
         Conversion Shares Registration Statement.

                           (v) Fractional Shares. Upon a conversion hereunder,
         the Corporation shall not be required to issue stock certificates
         representing fractions of shares of the Common Stock.

                           (vi) Transfer Taxes. The issuance of certificates for
         shares of the Common Stock on conversion of the Series B Preferred
         Stock shall be made without charge to the Holders thereof for any
         documentary stamp or similar taxes that may be payable in respect of
         the issue or delivery of such certificate, provided that the
         Corporation shall not be required to pay any tax that may be payable in
         respect of any transfer involved in the issuance and delivery of any
         such certificate upon conversion in a name other than that of the
         Holder of such shares of Series B Preferred Stock so converted and the
         Corporation shall not be required to issue or deliver such certificates
         unless or until the person or persons requesting the issuance thereof
         shall have paid to the Corporation the amount of such tax or shall have
         established to the satisfaction of the Corporation that such tax has
         been paid.

                  Section 7. Certain Adjustments.

                  a) Stock Dividends and Stock Splits. If the Corporation, at
         any time while the Series B Preferred Stock is outstanding: (A) shall
         pay a stock dividend or otherwise make a distribution or distributions
         on shares of its Common Stock or any other equity or equity equivalent
         securities payable in shares of Common Stock (which, for avoidance of
         doubt, shall not include any shares of Common Stock issued by the
         Corporation pursuant to this Series B Preferred Stock), (B) subdivide
         outstanding shares of Common Stock into a larger number of shares, (C)
         combine (including by way of reverse stock split) outstanding shares of
         Common Stock into a smaller number of shares, or (D) issue by
         reclassification of shares of the Common Stock any shares of capital
         stock of the Corporation, then the Conversion Value shall be multiplied
         by a fraction of which the numerator shall be the number of shares of
         Common Stock (excluding treasury shares, if any) outstanding before
         such event and of which the denominator shall be the number of shares
         of Common Stock outstanding after such event. Any adjustment made
         pursuant to this Section shall become effective immediately after the
         record date for the determination of stockholders entitled to receive
         such dividend or distribution and shall become effective immediately
         after the effective date in the case of a subdivision, combination or
         re-classification.

                  b) Subsequent Equity Sales. Neither the Corporation nor any
         Subsidiary, as applicable, at any time while Series B Preferred Stock
         is outstanding, shall offer, sell,

                                       11
<PAGE>

         grant any option to purchase or offer, sell or grant any right to
         reprice its securities, or otherwise dispose of or issue (or announce
         any offer, sale, grant or any option to purchase or other disposition)
         any Common Stock or Common Stock Equivalents entitling any Person to
         acquire shares of Common Stock at an effective price per share less
         than the then Conversion Value ("Dilutive Issuance"), as adjusted
         hereunder (if the holder of the Common Stock or Common Stock
         Equivalents so issued shall at any time, whether by operation of
         purchase price adjustments, reset provisions, floating conversion,
         exercise or exchange prices or otherwise, or due to warrants, options
         or rights per share which is issued in connection with such issuance,
         be entitled to receive shares of Common Stock at an effective price per
         share which is less than the Conversion Value, such issuance shall be
         deemed to have occurred for less than the Conversion Value).

                  c) Subsequent Rights Offerings. The Corporation, at any time
         while the Series B Preferred Stock is outstanding, shall not issue
         rights, options or warrants to holders of Common Stock entitling them
         to subscribe for or purchase shares of Common Stock at a price per
         share less than the Conversion Value, without the written consent of
         Holders of a majority of the shares of Series B Preferred Stock. If
         Holders of a majority of the shares of Series B Preferred Stock grant
         such consent, then the Conversion Value shall be reduced to that
         determined by multiplying the existing Conversion Value by a fraction,
         of which the denominator shall be the number of shares of the Common
         Stock outstanding on the date of issuance of such rights or warrants
         plus the number of additional shares of Common Stock offered for
         subscription or purchase, and of which the numerator shall be the
         number of shares of the Common Stock outstanding on the date of
         issuance of such rights or warrants plus the number of shares which the
         aggregate offering price of the total number of shares so offered
         (assuming receipt by the Corporation in full of all consideration
         payable upon exercise of such rights, options or warrants) would
         purchase at the existing Conversion Value. Such adjustment shall be
         made whenever such rights or warrants are issued, and shall become
         effective immediately after the record date for the determination of
         stockholders entitled to receive such rights, options or warrants. -

                  d) Pro Rata Distributions. If the Corporation, at any time
         while Series B Preferred Stock is outstanding, shall distribute to all
         holders of Common Stock (and not to Holders) evidences of its
         indebtedness or assets or rights or warrants to subscribe for or
         purchase any security, then in each such case the Conversion Value
         shall be determined by multiplying such Conversion Value in effect
         immediately prior to the record date fixed for determination of
         stockholders entitled to receive such distribution by a fraction of
         which the denominator shall be the VWAP determined as of the record
         date mentioned above, and of which the numerator shall be such VWAP on
         such record date less the then fair market value at such record date of
         the portion of such assets or evidence of indebtedness so distributed
         applicable to one outstanding share of the Common Stock as determined
         by the Board of Directors in good faith. In either case the adjustments
         shall be described in a statement provided to the Holders of the
         portion of assets or evidences of indebtedness so distributed or such
         subscription rights applicable to one share of Common Stock. Such
         adjustment shall be made whenever any such distribution is made and
         shall become effective immediately after the record date mentioned
         above.

                                       12
<PAGE>

                  e) Calculations. All calculations under this Section 7 shall
         be made to the nearest cent or the nearest 1/100th of a share, as the
         case may be. The number of shares of Common Stock outstanding at any
         given time shall not include shares owned or held by or for the account
         of the Corporation, and the description of any such shares of Common
         Stock shall be considered on issue or sale of Common Stock. For
         purposes of this Section 7, the number of shares of Common Stock deemed
         to be issued and outstanding as of a given date shall be the sum of the
         number of shares of Common Stock (excluding treasury shares, if any)
         actually issued and outstanding.

                  f) Notice to Holders.

                           (i) Adjustment to Conversion Price. Whenever the
         Conversion Value is adjusted pursuant to any of this Section 7, the
         Corporation shall promptly mail to each Holder a notice setting forth
         the Conversion Value after such adjustment and setting forth a brief
         statement of the facts requiring such adjustment. If the Corporation
         issues a variable rate security, despite the prohibition thereon in the
         Purchase Agreement, the Corporation shall be deemed to have issued
         Common Stock or Common Stock Equivalents at the lowest possible
         conversion or exercise price at which such securities may be converted
         or exercised in the case of a Variable Rate Transaction (as defined in
         the Purchase Agreement), or the lowest possible adjustment price in the
         case of an MFN Transaction (as defined in the Purchase Agreement).

                           (ii) Notices of Other Events. If (A) the Corporation
         shall declare a dividend (or any other distribution) on the Common
         Stock; (B) the Corporation shall declare a redemption of the Common
         Stock; (C) the Corporation shall authorize the granting to all holders
         of the Common Stock rights or warrants to subscribe for or purchase any
         shares of capital stock of any class or of any rights; (D) the approval
         of any stockholders of the Corporation shall be required in connection
         with any reclassification of the Common Stock or any Fundamental
         Transaction, (E) the Corporation shall authorize the voluntary or
         involuntary dissolution, liquidation or winding up of the affairs of
         the Corporation; then in each case, the Corporation shall cause to be
         filed at each office or agency maintained for the purpose of conversion
         of the Series B Preferred Stock, and shall cause to be mailed to the
         Holders at their last addresses as they shall appear upon the stock
         books of the Corporation, at least 30 calendar days prior to the
         applicable record or effective date hereinafter specified, a notice
         stating (x) the date on which a record is to be taken for the purpose
         of such dividend, distribution, redemption, rights or warrants, or if a
         record is not to be taken, the date as of which the holders of the
         Common Stock of record to be entitled to such dividend, distributions,
         redemption, rights or warrants are to be determined or (y) the date on
         which such reclassification is expected to become effective or close,
         and the date as of which it is expected that holders of the Common
         Stock of record shall be entitled to exchange their shares of the
         Common Stock for securities, cash or other property deliverable upon
         such reclassification or Fundamental Transaction; provided, that the
         failure to mail such notice or any defect

                                       13
<PAGE>

         therein or in the mailing thereof shall not affect the validity of the
         corporate action required to be specified in such notice.

                           (iii) Exempt Issuance. Notwithstanding the foregoing,
         no adjustment will be made under this Section 7 in respect of an Exempt
         Issuance.

                           (iv) Fundamental Transaction. If, at any time while
         this Series B Preferred Stock is outstanding, (A) the Corporation
         effects any merger or consolidation of the Corporation with or into
         another Person, (B) the Corporation effects any sale of all or
         substantially all of its assets in one or a series of related
         transactions, (C) any tender offer or exchange offer (whether by the
         Corporation or another Person) is completed pursuant to which holders
         of Common Stock are permitted to tender or exchange their shares for
         other securities, cash or property, or (D) the Corporation effects any
         reclassification of the Common Stock or any compulsory share exchange
         pursuant to which the Common Stock is effectively converted into or
         exchanged for other securities, cash or property (in any such case, a
         "Fundamental Transaction"), then upon any subsequent conversion of this
         Series B Preferred Stock, the Holder shall have the right to receive,
         for each Conversion Share that would have been issuable upon such
         conversion absent such Fundamental Transaction, the same kind and
         amount of securities, cash or property as it would have been entitled
         to receive upon the occurrence of such Fundamental Transaction if it
         had been, immediately prior to such Fundamental Transaction, the holder
         of one share of Common Stock (the "Alternate Consideration"). For
         purposes of any such conversion, the determination of the Conversion
         Price shall be appropriately adjusted to apply to such Alternate
         Consideration based on the amount of Alternate Consideration issuable
         in respect of one share of Common Stock in such Fundamental
         Transaction, and the Corporation shall apportion the Conversion Price
         among the Alternate Consideration in a reasonable manner reflecting the
         relative value of any different components of the Alternate
         Consideration. If holders of Common Stock are given any choice as to
         the securities, cash or property to be received in a Fundamental
         Transaction, then the Holder shall be given the same choice as to the
         Alternate Consideration it receives upon any conversion of this Series
         B Preferred Stock following such Fundamental Transaction. To the extent
         necessary to effectuate the foregoing provisions, any successor to the
         Corporation or surviving entity in such Fundamental Transaction shall
         file a new Certificate of Designations with the same terms and
         conditions and issue to the Holder new preferred stock consistent with
         the foregoing provisions and evidencing the Holder's right to convert
         such preferred stock into Alternate Consideration. The terms of any
         agreement pursuant to which a Fundamental Transaction is effected shall
         include terms requiring any such successor or surviving entity to
         comply with the provisions of this paragraph (f)(iii) and insuring that
         this Series B Preferred Stock (or any such replacement security) will
         be similarly adjusted upon any subsequent transaction analogous to a
         Fundamental Transaction.

                                       14
<PAGE>

                  Section 8. Miscellaneous.

                  a) Notices. Any and all notices or other communications or
         deliveries to be provided by the Holders hereunder, including, without
         limitation, any Notice of Conversion, shall be in writing and delivered
         personally, by facsimile, sent by a nationally recognized overnight
         courier service, addressed to the Corporation, at the address provided
         in the Purchase Agreement, facsimile number (703) 964-0160, Attn: John
         R. Signorello or such other address or facsimile number as the
         Corporation may specify for such purposes by notice to the Holders
         delivered in accordance with this Section. Any and all notices or other
         communications or deliveries to be provided by the Corporation
         hereunder shall be in writing and delivered personally, by facsimile,
         sent by a nationally recognized overnight courier service addressed to
         each Holder at the facsimile telephone number or address of such Holder
         appearing on the books of the Corporation, or if no such facsimile
         telephone number or address appears, at the principal place of business
         of the Holder. Any notice or other communication or deliveries
         hereunder shall be deemed given and effective on the earliest of (i)
         the date of transmission, if such notice or communication is delivered
         via facsimile at the facsimile telephone number specified in this
         Section prior to 5:30 p.m. (New York City time), (ii) the date after
         the date of transmission, if such notice or communication is delivered
         via facsimile at the facsimile telephone number specified in this
         Section later than 5:30 p.m. (New York City time) on any date and
         earlier than 11:59 p.m. (New York City time) on such date, (iii) the
         second Business Day following the date of mailing, if sent by
         nationally recognized overnight courier service, or (iv) upon actual
         receipt by the party to whom such notice is required to be given.

                  b) Absolute Obligation. Except as expressly provided herein,
         no provision of this Certificate of Designation shall alter or impair
         the obligation of the Corporation, which is absolute and unconditional,
         to pay the liquidated damages (if any) on, the shares of Series B
         Preferred Stock at the time, place, and rate, and in the coin or
         currency, herein prescribed.

                  c) Lost or Mutilated Preferred Stock Certificate. If a
         Holder's Series B Preferred Stock certificate shall be mutilated, lost,
         stolen or destroyed, the Corporation shall execute and deliver, in
         exchange and substitution for and upon cancellation of a mutilated
         certificate, or in lieu of or in substitution for a lost, stolen or
         destroyed certificate, a new certificate for the shares of Series B
         Preferred Stock so mutilated, lost, stolen or destroyed but only upon
         receipt of evidence of such loss, theft or destruction of such
         certificate, and of the ownership thereof, and indemnity, if requested,
         all reasonably satisfactory to the Corporation.

                                       15
<PAGE>


                  d) Next Business Day. Whenever any payment or other obligation
         hereunder shall be due on a day other than a Business Day, such payment
         shall be made on the next succeeding Business Day.

                  e) Headings. The headings contained herein are for convenience
         only, do not constitute a part of this Certificate of Designations and
         shall not be deemed to limit or affect any of the provisions hereof.

RESOLVED, FURTHER, that the Chairman, the president or any vice-president, and
the secretary or any assistant secretary, of the Corporation be and they hereby
are authorized and directed to prepare and file an Amended and Restated
Certificate of Designation of Preferences, Rights and Limitations of Series B
Convertible Preferred Stock in accordance with the foregoing resolution and the
provisions of Delaware law.

         IN WITNESS WHEREOF, the undersigned have executed this Certificate this
____day of December, 2005.

___________________________________________          ___________________________
Name:  John R. Signorello                            Name:  MyLe Phuong
Title: Chairman and Chief Executive Officer          Title: Secretary


COMMONWEALTH OF VIRGINIA:
COUNTY OF FAIRFAX                 :    TO-WIT:

         On this __ day of December, 2005, personally appeared before me, the
undersigned Notary Public, John R. Signorello, Chairman and Chief Executive
Officer of ICEWEB, INC., a Delaware corporation, and MyLe Phuong, Secretary of
ICEWEB, INC., a Delaware corporation, and acknowledged that this ICEWEB, INC.
AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS OF PREFERENCES, RIGHTS AND
LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK is the act and deed of
ICEWEB, INC., a Delaware corporation and that the facts stated therein are true.

                                       ___________________________________
                                             Debra S. Irons, Notary

NOTARIAL SEAL

MY COMMISSION EXPIRES:  September 30, 2008
                        ------------------

                                       16
<PAGE>
                                     ANNEX A

                              NOTICE OF CONVERSION

       (TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT SHARES
                          OF SERIES B PREFERRED STOCK)

The undersigned hereby elects to convert the number of shares of Series B
Convertible Preferred Stock indicated below, into shares of common stock, par
value $0.001 per share (the "Common Stock"), of ICEWEB, INC., a Delaware
corporation (the "Corporation"), according to the conditions hereof, as of the
date written below. If shares are to be issued in the name of a person other
than undersigned, the undersigned will pay all transfer taxes payable with
respect thereto and is delivering herewith such certificates and opinions as
reasonably requested by the Corporation in accordance therewith. No fee will be
charged to the Holder for any conversion, except for such transfer taxes, if
any.

Conversion calculations:

         Date to Effect Conversion: ____________________________________________

         Number of shares of Common Stock owned prior to Conversion: ___________

         Number of shares of Series B Preferred Stock to be Converted: _________

         Value of shares of Series B Preferred Stock to be Converted: __________

         Number of shares of Common Stock to be Issued: ________________________

         Certificate Number of Series B Preferred Stock attached hereto:________

         Number of Shares of Series B Preferred Stock represented by attached
         certificate:________


         Number of shares of Series B Preferred Stock subsequent to Conversion:
         ________________

                                        [HOLDER]

                                        By:_____________________________________
                                           Name:
                                           Title:

                                       17