<PAGE>


                    CERTIFICATE OF THE DESIGNATIONS, POWERS,
                             PREFERENCES AND RIGHTS
                                     OF THE
                      SERIES D CONVERTIBLE PREFERRED STOCK
                           (par value $.001 per share)

                                       of

                                  iPARTY CORP.
                             a Delaware Corporation

                               ------------------

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


                               ------------------


         The undersigned DOES HEREBY CERTIFY that the following resolution was
duly adopted by the Board of Directors (the "Board of Directors") of iParty
Corp., a Delaware corporation (the "Corporation"), at a meeting held on December
19, 1999:

         RESOLVED, that one series of the class of authorized preferred stock,
$.001 par value, of the Corporation is hereby created and that the designations,
powers, preferences and relative, participating, optional or other special
rights of the shares of such series, and qualifications, limitations or
restrictions thereof, are hereby fixed as follows (this instrument hereinafter
referred to as the "Designation"):

         1.        Number of Shares and Designations. 250,000 shares of the
preferred stock, $.001 par value, of the Corporation are hereby constituted as a
series of preferred stock of the Corporation designated as Series D Convertible
Preferred Stock (the "Series D Preferred Stock").

         2.        Dividend Provisions. Subject to the rights of any other
series of Preferred Stock that may from time to time come into existence, the
holders of shares of Series D Preferred Stock shall be entitled to receive
dividends, out of any assets legally available therefor, ratably with any
declaration or payment of any dividend with holders of the Common Stock or other
junior securities of this Corporation, when, as and if declared by the Board of
Directors, based on the number of shares of Common Stock into which each share
of Series D Preferred Stock is then convertible.

         3.        Rank. The Series D Preferred Stock shall rank: (i) junior to
any other class or series of capital stock of the Corporation hereafter created
specifically ranking by its terms senior to the Series D Preferred Stock (the
"Senior Securities"); (ii) prior to all of the Corporation's common stock, $.001
par value per share (the "Common Stock"); (iii) prior to any class or series of
capital stock of the corporation hereafter created not specifically ranking by
its terms senior to or on parity with the Series D Preferred Stock
(collectively, with the Common Stock, "Junior Securities"); and (iv) on parity
with the Series A Preferred Stock of the Corporation, the Series B Preferred
Stock of the Corporation, the Series C Convertible Preferred Stock of the
Corporation, and any class or series of capital stock of the Corporation
hereafter created specifically ranking by its terms on parity with the Series D
Preferred Stock (the "Parity Securities"), in each case as to the distribution
of assets upon liquidation, dissolution or winding up of the Corporation.

<PAGE>


         4.        Liquidation Preference.

                  (a) Upon any liquidation, dissolution or winding up of the
         Corporation, whether voluntary or involuntary ("Liquidation"), the
         holders of record of the shares of the Series D Preferred Stock shall
         be entitled to receive, immediately after any distributions to Senior
         Securities required by the Corporation's Certificate of Incorporation
         and any certificate(s) of designation, powers, preferences and rights,
         and before and in preference to any distribution or payment of assets
         of the Corporation or the proceeds thereof may be made or set apart for
         the holders of Junior Securities, an amount in cash equal to $20.00 per
         share (subject to adjustment in the event of stock splits, combinations
         or similar events). If, upon such Liquidation, the assets of the
         Corporation available for distribution to the holders of Series D
         Preferred Stock and any Parity Securities shall be insufficient to
         permit payment in full to the holders of the Series D Preferred Stock
         and Parity Securities, then the entire assets and funds of the
         Corporation legally available for distribution to such holders and the
         holders of the Parity Securities then outstanding shall be distributed
         ratably among the holders of the Series D Preferred Stock and Parity
         Securities based upon the proportion the total amount distributable on
         each share upon liquidation bears to the aggregate amount available for
         distribution on all shares of the Series D Preferred Stock and of such
         Parity Securities, if any.

                  (b) Upon the completion of the distributions required by
         subparagraph (a) of this Paragraph 4, if assets remain in the
         Corporation, they shall be distributed to holders of Junior Securities
         in accordance with the Corporation's Certificate of Incorporation and
         any certificate(s) of designation, powers, preferences and rights.

                  (c) For purposes of this Paragraph 4, a merger or
         consolidation or a sale of all or substantially all of the assets of
         the Corporation shall be considered a Liquidation except in the event
         that in such a transaction, the holders of the Series D Preferred Stock
         receive securities of the surviving corporation having substantially
         similar rights as the Series D Preferred Stock. Notwithstanding
         Paragraph 7 hereof, such provision may be waived in writing by a
         majority of the holders of the then outstanding Series D Preferred
         Stock.

         5.        Redemption. The Series D Preferred Stock is not redeemable.

         6.         Conversion. The holders of the Series D Preferred Stock
shall have conversion rights as follows (the "Conversion Rights"):

                  (a) Voluntary Conversion. Each share of Series D Preferred
Stock shall be convertible, at the option of the holder thereof, at any time
after issuance at the office of the Corporation or any transfer agent for such
stock, or if there is none, then at the office of the transfer agent for the
Common Stock, or if there is no such transfer agent, at the principal executive
office of the Corporation, into that number of fully paid and non-assessable
shares of Common Stock of the Corporation equal to $20.00 divided by the
conversion price in effect at the time of conversion (the "Conversion Price"),
determined as hereinafter provided. The Conversion Price shall initially be
$2.00, but shall be subject to adjustment as set forth in Paragraph 6(d). The
number of shares of Common Stock into which each share of Series D Preferred
Stock is convertible is hereinafter collectively referred to as the "Conversion
Rate." For purposes of this Paragraph 6(a), such conversion shall be deemed to
have been made immediately prior to the close of business on the date of such
surrender of the shares of Series D Preferred Stock to be converted, and the
person or persons


                                       2

<PAGE>


entitled to receive the shares of Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such shares
of Common Stock as of such date.

                  (b) Automatic Conversion. In the event the Corporation
completes a public offering of its Common Stock resulting in gross proceeds to
the Corporation of not less than $10,000,000, each share of Series D Preferred
Stock then outstanding shall, by virtue of such conditions and without any
action on the part of the holder thereof, be deemed automatically converted into
that number of shares of Common Stock into which the Series D Preferred Stock
would then be converted at the then effective Conversion Rate.

                  (c) Mechanics of Conversion. Before any holder of Series D
Preferred Stock shall be entitled to convert the same into shares of Common
Stock, such holder shall surrender the certificate or certificates therefor,
duly endorsed, at the office of the Corporation or of any transfer agent for the
Series D Preferred Stock, and shall give written notice to the Corporation at
its principal corporate office, of the election to convert the same and shall
state therein the name or names in which the certificate or certificates for
shares of Common Stock are to be issued. The Corporation shall, as soon as
practicable thereafter, issue and deliver to such holder of Series D Preferred
Stock, or to the nominee or nominees of such holder, a certificate or
certificates for the number of shares of Common Stock to which such holder shall
be entitled as aforesaid. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of such surrender of the
shares of Series D Preferred Stock to be converted, and the person or persons
entitled to receive the shares of Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such shares
of Common Stock as of such date.

                  (d) Conversion Price Adjustments. The Conversion Price of
the Series D Preferred Stock shall be subject to adjustment from time to time as
set forth below.

                           (i) In case the Corporation shall, prior to the
         conversion of all the Series D Preferred Stock, (a) issue Common Stock
         as a dividend or distribution on all shares of Common Stock of the
         Corporation, (b) split or otherwise subdivide its outstanding Common
         Stock, (c) combine the outstanding Common Stock into a smaller number
         of shares, or (d) issue by reclassification of its Common Stock (except
         in the case of a merger, consolidation or sale of all or substantially
         all of the assets of the Corporation as set forth in subparagraph
         6(d)(iii) below) any shares of the capital stock of the Corporation,
         the Conversion Price in effect on the record date for any stock
         dividend or the effective date of any such other event shall be
         decreased (or increased in the case of a reverse stock split) so that
         the holder of each share of the Series D Preferred Stock shall
         thereafter be entitled to receive, upon the conversion of such share,
         the number of shares of Common Stock or other capital stock which it
         would own or be entitled to receive immediately after the happening of
         any of the events mentioned above had such share of the Series D
         Preferred Stock been converted immediately prior to the close of
         business on such record date or effective date. The adjustments herein
         provided shall become effective immediately following the record date
         for any such stock dividend or the effective date of any such other
         events. There shall be no reduction in the Conversion Price in the
         event that the Corporation pays a cash dividend.

                  (ii) A. In case the Corporation shall issue shares of Common
         Stock or any securities convertible into or exchangeable for Common
         Stock, other than "Excluded Securities" (as defined below), for a
         consideration per share (the "Offering Price") less than the Conversion
         Price, the Conversion Price shall be adjusted immediately thereafter so
         that it shall equal the price

                                       3

<PAGE>

         determined by multiplying the Conversion Price in effect immediately
         prior to the date of issuance by a fraction, the numerator of which
         shall be the number of shares of Common Stock outstanding immediately
         prior to the issuance of such additional shares plus the number of
         shares of Common Stock which the aggregate consideration received for
         the issuance of such additional shares would purchase at the Conversion
         Price in effect immediately prior to the date of such issuance, and the
         denominator of which shall be the number of shares of Common Stock
         outstanding immediately after the issuance of such additional shares.
         Such adjustment shall be made successively whenever such an issuance is
         made. The provisions of this subparagraph 6(d)(ii)(A) shall not apply
         retroactively to any Series D Preferred Stock which has been converted
         prior to the date of the adjustment.

                           B. Except as otherwise provided in subparagraph
         6(d)(iii) below, in no event shall the Conversion Price be increased
         above the initial Conversion Price, as otherwise adjusted pursuant to
         this Section 6.

                           C. Upon each adjustment of the Conversion Price
         pursuant to this subparagraph 6(d)(i) the total number of shares of
         Common Stock purchasable upon the conversion of each share of Series D
         Preferred Stock shall be such number of shares (calculated to the
         nearest whole share and pursuant to the terms of subparagraph 6(G)(i);
         provided, however, that in no event shall the Conversion Price increase
         as a result of such rounding calculation) purchasable at the Conversion
         Price in effect immediately prior to such adjustment multiplied by a
         fraction, the numerator of which shall be the Conversion Price in
         effect immediately prior to such adjustment and the denominator of
         which shall be the Conversion Price in effect immediately after such
         adjustment.

                           D. No adjustment in the Conversion Price or the
         number of shares of Common Stock into which a share of Series D
         Preferred Stock may be converted shall be required unless such
         adjustment (plus any adjustments not previously made by reason of this
         subparagraph (D) would require an increase or decrease of at least 0.5%
         in the number of shares of Common Stock into which each share of the
         Series D Preferred Stock is then convertible, provided, however, that
         any adjustments which are not required to be made by reason of this
         subparagraph (D) shall be carried forward and taken into account in any
         subsequent adjustment. All calculations and adjustments shall be made
         to the nearest cent or to the nearest whole share, as the case may be.

                           E. After each adjustment of the Conversion Price the
         Corporation shall promptly prepare a certificate signed by its Chief
         Executive Officer or Chief Financial Officer and a Secretary or
         Assistant Secretary setting forth the Conversion Price, as so adjusted;
         the number of shares of Common Stock into which the Series D Preferred
         Stock may be converted, and a statement of the facts upon which such
         adjustment is based, and such certificate shall forthwith be filed with
         the transfer agent, if any, for the Series D Preferred Stock, and the
         Corporation shall cause such a copy of statement to be sent by ordinary
         first class mail to each holder of Series D Preferred Stock.

                           F. In the case of the issuance of Common Stock for
         cash, the consideration shall be deemed to be the amount of cash paid
         therefor before deducting any reasonable discounts, commissions or
         other expenses allowed, paid or incurred by this Corporation for any
         underwriting or otherwise in connection with the issuance and sale
         thereof.

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<PAGE>


                           G. In the case of the issuance of the Common Stock
         for a consideration in whole or in part other than cash, the
         consideration other than cash shall be deemed to be the fair value
         thereof as determined in good faith by the Board of Directors.

                           H. In the case of the issuance after the initial
         issuance date of the Series D Preferred Stock of options to purchase or
         rights to subscribe for Common Stock, securities by their terms
         convertible into or exchangeable for Common Stock or options to
         purchase or rights to subscribe for such convertible or exchangeable
         securities, the following provisions shall apply for all purposes of
         this subparagraph 6(d)(i) and subparagraph 6(d)(ii):

                                    (1) The aggregate maximum number of shares
                  of Common Stock deliverable upon exercise (assuming the
                  satisfaction of any conditions to exercisability, including
                  without limitation, the passage of time, but without taking
                  into account potential antidilution adjustments) of such
                  options to purchase or rights to subscribe for Common Stock
                  shall be deemed to have been issued at the time such options
                  or rights were issued and for a consideration (determined in
                  the manner provided in subparagraphs 6(d)(ii)(F) and
                  6(d)(ii)(G)), if any, received by the Corporation upon the
                  issuance of such options or rights plus the minimum exercise
                  price provided in such options or rights (without taking into
                  account potential antidilution adjustments) for the Common
                  Stock covered thereby.

                                    (2) The aggregate maximum number of shares
                  of Common Stock deliverable upon conversion of or in exchange
                  for (assuming the satisfaction of any conditions to
                  convertibility or exchangeability, including, without
                  limitation, the passage of time, but without taking into
                  account potential antidilution adjustments) any such
                  convertible or exchangeable securities or upon the exercise of
                  options to purchase or rights to subscribe for such
                  convertible or exchangeable securities and subsequent
                  conversion or exchange thereof, shall be deemed to have been
                  issued at the time such securities were issued or such options
                  or rights were issued and for a consideration equal to the
                  consideration, if any, received by the Corporation for any
                  such securities and related options or rights (excluding any
                  cash received on account of accrued interest or accrued
                  dividends), plus the minimum additional consideration, if any,
                  to be received by the Corporation (without taking into account
                  potential antidilution adjustments) upon the conversion or
                  exchange of such securities or the exercise of any related
                  options or rights (the consideration in each case to be
                  determined in the manner provided in subparagraphs 6(d)(ii)(F)
                  and 6(d)(ii)(G)).

                                    (3) In the event of any change in the number
                  of shares of Common Stock deliverable or in the consideration
                  payable to the Corporation upon exercise of such options or
                  rights or upon conversion of or in exchange for such
                  convertible or exchangeable securities (excluding a change
                  resulting solely from the antidilution provisions thereof if
                  such change results from an event which gives rise to an
                  antidilution adjustment under this Paragraph 6(d)), the
                  Conversion Price of the Series D Preferred Stock, to the
                  extent in any way affected by or computed using such options,
                  rights or securities, shall be recomputed to reflect such
                  change, but no further adjustment shall be made for the actual
                  issuance of Common Stock or any payment of such consideration
                  upon the exercise of any such options or rights or the
                  conversion or exchange of such securities.

                                    (4) Upon the expiration of any such options
                  or rights, the termination of any such rights to convert or
                  exchange or the expiration of any options or rights related


                                       5

<PAGE>

                  to such convertible or exchangeable securities, the Conversion
                  Price of the Series D Preferred Stock, to the extent in any
                  way affected by or computed using such options, rights or
                  securities or options or rights related to such securities,
                  shall be recomputed to reflect the issuance of only the number
                  of shares of Common Stock (and convertible or exchangeable
                  securities which remain in effect) actually issued upon the
                  exercise of such options or rights, upon the conversion or
                  exchange of such securities or upon the exercise of the
                  options or rights related to such securities.

                                    (5) The number of shares of Common Stock
                  deemed issued and the consideration deemed paid therefor
                  pursuant to subparagraphs 6(d)(ii)(H)(1) and (2) shall be
                  appropriately adjusted to reflect any change, termination or
                  expiration of the type described in either subparagraph
                  6(d)(ii)(H)(3) or (4).

                                    (6) Notwithstanding the provisions of
                  subparagraphs 6(d)(ii)(H)(1)-(5) above, in the event that on
                  or after the date hereof the Corporation issues any options to
                  purchase or rights to subscribe for Common Stock, securities
                  by their terms convertible into or exchangeable for Common
                  Stock or options to purchase or rights to subscribe for such
                  convertible or exchangeable securities, if the conversion or
                  exercise price is not then determinable or is based on future
                  events, such shares of Common Stock shall not be deemed to be
                  issued until the price is determinable or such event has
                  occurred and the conversion or exercise price shall be subject
                  to adjustment pursuant to subparagraph 6(d)(ii) above at the
                  time of such determination or the occurrence of such event
                  even if the price is determined or such event occurs after
                  such date.

                                    I. The following issuances of Common Stock
         ("Excluded Securities") shall be excluded from the adjustments set
         forth in this Paragraph 6(d):

                                    (1) shares of capital stock issued pursuant
                  to a stock  dividend or a stock split or other subdivision
                  or recombination of shares;

                                    (2) Common Stock issued upon exercise of any
                  warrants, options or other securities outstanding on the date
                  of the initial issuance of the Series D Preferred Stock;

                                    (3) securities issued by the Corporation
                  in a public offering pursuant to a firm commitment
                  underwriting;

                                    (4) securities issued to shareholders of any
                  corporation which merges into the Corporation in proportion to
                  their stock holdings of such corporation immediately prior to
                  such merger, upon such merger; and


                                       6
<PAGE>


                                    (5) Common Stock or options or warrants to
         purchase Common Stock issued to officers, directors or employees of or
         consultants to the Corporation pursuant to any compensation agreement,
         plan or arrangement or the issuance of Common Stock upon the exercise
         of any such options or warrants, provided such issuances do not exceed
         25% of the Corporation's outstanding Common Stock, on a fully-diluted
         basis, on the date of the initial issuance of the Series D Preferred
         Stock; and

                           (iii) In case of any reclassification or similar
         change of outstanding shares of Common Stock of the Corporation, or in
         case of the consolidation or merger of the Corporation with another
         corporation, or the conveyance of all or substantially all of the
         assets of the Corporation in a transaction in which holders of the
         Common Stock receive shares of stock or other property including cash,
         each share of the Series D Preferred Stock shall, after such event and
         subject to the other rights of the Series D Preferred Stock as set
         forth elsewhere herein, be convertible only into the number of shares
         of stock or other securities or property, including cash, to which a
         holder of the number of shares of Common Stock of the Corporation
         deliverable upon conversion of such shares of the Series D Preferred
         Stock would have been entitled upon such reclassification, change,
         consolidation, merger or conveyance had such share been converted
         immediately prior to the effective date of such event.

                           (e) Reservation of Shares.  The Corporation  shall
at all times reserve and keep available, out of its authorized but unissued
shares of Common Stock or out of shares of Common Stock held in its treasury,
solely for the purpose of effecting the conversion of the shares of the Series D
Preferred Stock, the full number of shares of Common Stock deliverable upon the
conversion of all shares of the Series D Preferred Stock from time to time
outstanding.

                           (f) Fractional Shares.

                           (i) No fractional shares or scrip representing
         fractional shares of Common Stock shall be issued upon the conversion
         of the Series D Preferred Stock. In lieu of any fractional shares to
         which a holder would otherwise be entitled, the Corporation shall pay
         cash, equal to such fraction multiplied by the current market price per
         share (determined as provided in subparagraph (ii) of this Paragraph
         6(f) of the Common Stock on the day of conversion).

                           (ii) For the purposes of any computation under
         subparagraph 6(f)(i), the current market price per share of Common
         Stock on any date shall be deemed to be the average of the daily
         closing prices for the 30 consecutive business days prior to the day in
         question. The closing price for each day shall be the last sales price
         regular way or in case no sale takes place on such day, the average of
         the closing high bid and low asked prices regular way, in either case
         (a) as officially quoted by the Nasdaq SmallCap Market or the Nasdaq
         National Market or such other market on which the Common Stock is then
         listed for trading, or (b) if, in the reasonable judgment of the Board
         of Directors of the Corporation, the Nasdaq SmallCap Market or the
         Nasdaq National Market is no longer the principal United States market
         for the Common Stock, then as quoted on the principal United States
         market for the Common Stock, as determined by the Board of Directors of
         the Corporation, or (c) if, in the reasonable judgment of the Board of
         Directors of the Corporation, there exists no principal United States
         market for the Common Stock, then as reasonably determined by the Board
         of Directors of the Corporation.


                                       7

<PAGE>


                           (g) Taxes, Etc.  The Corporation will pay any taxes
that may be payable in respect of any issue or delivery of shares of Common
Stock on conversion of shares of the Series D Preferred Stock. However, the
Corporation shall not be required to pay any tax which may be payable in respect
to any transfer involved in the issue and delivery of shares of Common Stock
upon conversion in a name other than that in which the shares of the Series D
Preferred Stock so converted were registered, and no such issue or delivery
shall be made unless and until the person requesting such issue or delivery has
paid to the Corporation the amount of any such tax, or has established, to the
satisfaction of the Corporation, that such tax has been paid.

                           (h) Assurances.  The Corporation will not, by
amendment of its Articles of Incorporation, as amended, or through any
reorganization, recapitalization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Corporation, but will at all times in good faith
assist in the carrying out of all the provisions of this Section 6 and in the
taking of all such action as may be necessary or appropriate in order to protect
the conversion rights of the holders of the Series D Preferred Stock against
impairment.

                           (i) Reissuance.  No shares of Series D Preferred
Stock which have been converted to Common Stock shall be reissued by the
Corporation; provided, however, that any such share, upon being converted and
canceled, shall be restored to the status of an authorized but unissued share of
preferred stock without designation as to series, rights or preferences and may
thereafter be issued as a share of preferred stock not designated as Series D
Preferred Stock.

         7.       Voting Rights.

                  (a) In addition to any other rights provided for herein or by
law, the holders of Series D Preferred Stock shall be entitled to vote, together
with the holders of Common Stock as one class, on all matters as to which
holders of Common Stock shall be entitled to vote, in the same manner and with
the same effect as such Common Stock holders. In any such vote each share of
Series D Preferred Stock shall entitle the holder thereof to the number of votes
per share that equals the number of whole shares of Common Stock into which each
such share of Series D Preferred Stock is then convertible, calculated to the
nearest whole share.

                  (b) So long as any shares of the Series D Preferred Stock
remain outstanding, the consent of the holders of one-half of the then
outstanding Series D Preferred Stock, voting as one class, either expressed in
writing or at a meeting called for that purpose, shall be necessary to permit,
effect or validate the creation and issuance of any series of preferred stock or
other security of the Corporation which is senior as to liquidation and/or
dividend rights to the Series D Preferred Stock.

                  (c) So long as any shares of the Series D Preferred Stock
remain outstanding, the consent of the holders of one-half of the then
outstanding Series D Preferred Stock, voting as one class, either expressed in
writing or at a meeting called for that purpose, shall be necessary to repeal,
amend or otherwise change this Designation or the Articles of Incorporation of
the Corporation, as amended, in a manner which would alter or change the powers,
preferences, rights privileges, restrictions and conditions of the Series D
Preferred Stock so as to adversely affect the Series D Preferred Stock.


                                       8
<PAGE>

                  (d) Right to Elect Director.

                  (i) So long as at least 50 percent of the initially issued
         shares of Series D Preferred Stock (as adjusted to reflect any
         reclassification, combination or similar change affecting the Series D
         Preferred Stock) remain outstanding, the holders of the Series D
         Preferred Stock shall have the exclusive right, voting as a separate
         class at each meeting of stockholders held for the purpose of electing
         directors of the Corporation or in writing, to elect one director of
         the Corporation.

                  (ii) If requested, following the initial issuance of the
         Series D Preferred Stock, the Corporation shall promptly cause a person
         designated in writing by the holders of a majority of the outstanding
         shares of Series D Preferred Stock, to be elected a director of the
         Corporation to serve until his successor is elected and qualified.

                  (iii) In the event that the director elected pursuant to the
         provisions of subparagraphs (i) and (ii) above vacates his position as
         a director as a result of his death, resignation, disqualification,
         removal or other cause, the Corporation shall promptly appoint a
         successor designated in the manner set forth is subparagraph (ii) above
         to serve out the remaining term of such former director.

                  (e) Each share of the Series D Preferred Stock shall entitle
the holder thereof to one vote on all matters to be voted on by the holders of
the Series D Preferred Stock, as set forth above.

                  (f) In the event that the holders of the Series D Preferred
Stock are required to vote as a class on any other matter, the affirmative vote
of holders of not less than fifty percent (50%) of the outstanding shares of
Series D Preferred Stock shall be required to approve each such matter to be
voted upon and if any matter is approved by such requisite percentage of holders
of Series D Preferred Stock, such matter shall bind all holders of Series D
Preferred Stock.


         8.       Miscellaneous.

                  (a) There is no sinking fund with respect to the Series D
Preferred Stock.

                  (b) The shares of the Series D Preferred Stock shall not have
any preferences, voting powers or relative, participating, optional, preemptive
or other special rights except as set forth above in this Designation and in the
Articles of Incorporation of the Corporation, as amended.

                  (c) The holders of the Series D Preferred Stock shall be
entitled to receive all communications sent by the Corporation to the holders of
the Common Stock.


         [The remainder of this page has been intentionally left blank.]


                                       9

<PAGE>



         IN WITNESS WHEREOF, iParty Corp. has caused this Designation to be
executed this 20th day of December, 1999.




                                         iPARTY CORP.


                                         By:
                                            ------------------------------------
                                            Name: Sal Perisano
                                            Title: CEO




Attest:


By:
   ----------------------------
     Name: Daniel DeWolf
     Title: Secretary