<PAGE>

                                                                     EXHIBIT 3.4

                           CERTIFICATE OF DESIGNATION
                                       OF
                      SERIES D CONVERTIBLE PREFERRED STOCK
                                       OF
                             RAINWIRE PARTNERS, INC.

         Pursuant to Section 151 of the Delaware General Corporation Law,
Rainwire Partners, Inc. (the "Corporation"), a corporation organized and
existing under and by virtue of the provisions of the Delaware General
Corporation Law, and pursuant to authority conferred upon the Board of Directors
of the Corporation (the "Board") by the Amended and Restated Certificate of
Incorporation of the Corporation, the Board, by a Unanimous Written Consent
dated October 15, 2001, adopted the following resolution: (a) authorizing the
creation and issuance of Series D Convertible Preferred Stock of the
Corporation, and (b) defining with specificity the terms of said Series, as
follows:

         RESOLVED, that pursuant to authority expressly granted to and vested in
the Board of Directors by the Certificate of Incorporation, as amended, of the
Corporation, the Board hereby ratifies its creation of the following Series (the
"Series") of Preferred Stock (the "Preferred Stock"), and authorizes the
issuance thereof, and hereby fixes the designation thereof, preferences and
relative, participating, optional and other special limitations or restrictions
thereon (in addition to the designations, preferences and relative,
participating and other special rights, and the qualifications, limitations or
restrictions thereof, set forth in the Certificate of Incorporation, as amended,
of the Corporation, which are applicable to the Preferred Stock of all Series
and Classes) as follows:


<PAGE>

                            WRITTEN CONSENT TO ACTION
                                     OF THE
                               BOARD OF DIRECTORS
                                       OF
                             RAINWIRE PARTNERS, INC.

                                October 15, 2001

         Pursuant to Section 141 of the General Corporation Law of the State of
Delaware, the undersigned, being all of the directors of Rainwire Partners,
Inc., a Delaware corporation (the "Corporation"), acting without notice of a
meeting, hereby waive notice and the holding of such meeting and consent to,
adopt and vote in favor of the following resolutions:

         WHEREAS, the Board of Directors of the Corporation desires to define
the rights, preferences and privileges of the Series D Convertible Preferred
Stock.

         BE IT RESOLVED, that pursuant to the authority expressly granted to and
vested in the Board of Directors of the Corporation pursuant to Part B of its
Amended and Restated Certificate of Incorporation, a series of preferred shares
is hereby established and given the designation of "Series D Convertible
Preferred Stock", whose voting powers, designations, preferences, rights,
restrictions, limitations, qualifications, terms and conditions are as follows:

         1.       NUMBER OF AUTHORIZED SHARES. The initial number of authorized
shares of Series D Convertible Preferred Stock shall be Five Hundred Thousand
(500,000), par value $0.01 per share.

         2.       VOTING RIGHTS. On all matters on which the holders of Common
Stock are entitled to vote, each holder of Series D Convertible Preferred Stock
shall be entitled to ten (10) votes for each share of Series D Convertible
Preferred Stock standing in his or her name on the books of the Corporation. In
addition, the holders of the Series D Convertible Preferred Stock shall be
entitled to elect the majority of the Corporation's Board of Directors. The
ability of the holders of the Series D Convertible Preferred Stock to elect the
majority of directors of the Corporation shall not be affected or impaired by a
partial redemption of the Series D Convertible Preferred Stock by the Company
pursuant to paragraph 7.

         3.       DIVIDENDS. The holders of the Series D Convertible Preferred
Stock shall be entitled to receive dividends at a rate of twelve percent (12%)
per annum out of any assets of the Corporation legally available therefor, when,
if and as declared by the Board of Directors. Dividends on Series D Convertible
Preferred Stock ("Series D Convertible Preferred Dividends") shall be payable on
a quarterly basis. Series D Convertible Preferred Dividends shall cumulate so
that, if the Corporation is unable to pay or if the Board of Directors fails to
declare Series D Convertible Preferred Dividends for any quarter, such Series D
Convertible Preferred Dividends nevertheless shall accrue and be payable in
subsequent quarters. Any payment of Series D Convertible Preferred Dividends by
the Corporation in any year shall first be applied to the Series D Convertible
Preferred Dividends due for that year, and then towards any accrued but unpaid
Series D Convertible Preferred Dividends for prior years, in reverse

<PAGE>

chronological order. All accrued and unpaid Series D Convertible Preferred
Dividends must be declared and paid or set aside for payment (a) pari passu and
on a pro rata basis with all dividends payable upon the Series D Convertible
Preferred Stock; (b) before any dividends or other distributions may be paid
with respect to the Common Stock of the Corporation; and (c) before the
Corporation redeems, purchases or otherwise acquires for consideration any
Common Stock.

         4.       LIQUIDATION PREFERENCE.

                  (a)      LIQUIDATION VALUE. In the event of any Liquidation
         Event, the holders of the Series D Convertible Preferred Stock shall be
         entitled pari passu to be paid, before any distribution or payment is
         made upon any Common Stock, an amount in cash equal to the Series D
         Liquidation Value of each share of Series D Convertible Preferred Stock
         held by them, plus an amount equal to all declared and unpaid dividends
         thereon. Thereafter holders of Series D Convertible Preferred Stock
         shall be entitled to participate in the distribution of any remaining
         assets pro rata with the holders of Common Stock on an as converted
         basis. If upon any Liquidation Event, the Corporation's assets to be
         distributed among the holders of the Series D Convertible Preferred
         Stock are insufficient to permit payment in full of the Series D
         Liquidation Value to such holders, such assets shall be distributed
         ratably among them based upon the aggregate Series D Liquidation Value
         of the Series D Convertible Preferred Stock held by each holder.

                  (b)      NOTICE OF LIQUIDATION EVENT. At least fifteen (15)
         days' previous notice by mail, postage prepaid, shall be given to the
         holders of record of the Series D Convertible Preferred Stock of any
         Liquidation Event, such notice to be addressed to each such holder at
         the address of such holder appearing on the books of the Corporation or
         given by such holder to the Corporation for the purpose of notice, or
         if no such address appears or is so given, at the place where the
         principal office of the Corporation is located. Such notice shall state
         the anticipated date fixed for the Liquidation Event, the Series D
         Liquidation Value, and shall call upon such holder to surrender to the
         Corporation on said date at the place designated in the notice such
         holder's certificate or certificates representing their Series D
         Convertible Preferred Stock; provided, however, that failure to so
         surrender such certificate or certificates shall not affect such
         holder's rights under this Section 4.

                  (c)      DEFINITIONS.

                           (i)      Liquidation Event. For purposes of this
                  Agreement, a "Liquidation Event" shall mean any liquidation,
                  dissolution or winding up of the Corporation whether voluntary
                  or involuntary.

                           (ii)     Series D Liquidation Value. For purposes of
                  this Agreement, "Series D Liquidation Value," shall mean
                  $500,000.

         5.       RANKING. The Series D Convertible Preferred Stock shall rank:
(a) on parity with any and all other classes of Preferred Stock of the
Corporation issued and outstanding as of the date hereof; (b) senior to all of
the Corporation's Common Stock; and (c) senior to any other


                                       2
<PAGE>

class or series of capital stock of the Corporation hereafter created not
specifically ranking by its terms on parity with any Series D Convertible
Preferred Stock, in each case as to distributions of assets upon liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary.

         6.       CONVERSION RIGHTS.

                  (a)      CONVERSION. At any time, each share of Series D
         Convertible Preferred Stock, at the option of the holder thereof, may
         be converted into and exchanged for Common Stock as set forth herein;
         provided, that all shares of Series D Convertible Preferred Stock held
         by such holder are converted and exchanged. The Series D Convertible
         Preferred Stock is fully convertible into Ten Million (10,000,000)
         shares of the Common Stock of the Corporation (with appropriate
         adjustments for stock splits, stock dividends, recapitalization and
         other similar transactions) which shall be distributed pro rata among
         the holders of Series D Convertible Preferred Stock in accordance with
         the number of shares of Series D Convertible Preferred Stock held by
         such holder. Provided that, if the Corporation shall fail to pay a
         dividend to the holders of Series D Convertible Preferred Stock for two
         consecutive quarters, the Series D Convertible Preferred Stock shall be
         fully convertible into Fifty Million (50,000,000) shares of the Common
         Stock of the Corporation (with appropriate adjustments for stock
         splits, stock dividends, recapitalization and other similar
         transactions) so long as such dividends remain unpaid. Each holder of
         Series D Convertible Preferred Stock who desires to exercise the right
         to convert his shares of Series D Convertible Preferred Stock to Common
         Stock must provide written notice to the Corporation. If there are any
         declared by unpaid dividends or other amounts due on or in respect of
         such shares, such dividends and other amounts shall remain due to the
         holders of the Series D Convertible Preferred Stock notwithstanding the
         conversion of the Series D Convertible Preferred Stock into Common
         Stock.

                  (b)      ADJUSTMENTS.

                           (i)      In case, at any time after the date hereof,
                  of any capital reorganization or any reclassification of the
                  stock of the Corporation (other than as a result of a stock
                  dividend payable on Common Stock in the form of Common Stock
                  or subdivision, split-up or combination involving the Common
                  Stock), the shares of Series D Convertible Preferred Stock,
                  after such capital reorganization or reclassification, shall
                  be convertible into the kind and number of shares of stock or
                  other securities or property of the Corporation or otherwise
                  to which such holder would have been entitled if immediately
                  prior to such capital reorganization or reclassification he,
                  she or it had converted his, her or its shares of Series D
                  Convertible Preferred Stock into Common Stock. The provisions
                  of this clause (i) shall similarly apply to successive capital
                  reorganizations or reclassifications.

                           (ii)     All calculations under this Section 5 shall
                  be made to the nearest cent or to the nearest one hundredth
                  (1/100) of a share, as the case may be.


                                       3
<PAGE>

                           (iii)    Upon the occurrence of each adjustment or
                  readjustment pursuant to this Section 5, the Corporation at
                  its expense shall promptly compute such adjustment or
                  readjustment in accordance with the terms hereof and prepare
                  and furnish to each holder of Series D Convertible Preferred
                  Stock a certificate setting forth such adjustment or
                  readjustment and showing in detail the facts upon which such
                  adjustment or readjustment is based. The Corporation, upon
                  written request at any time of any holder of Series D
                  Convertible Preferred Stock, shall furnish or cause to be
                  furnished to such holder a like certificate setting forth (A)
                  such adjustments and readjustments, (B) the Series D
                  Conversion Rate before and after such adjustment or
                  readjustment, and (C) the number of Common Stock and the
                  amount, if any, of other property which at the time would be
                  received upon the conversion of such holder's shares of Series
                  D Convertible Preferred Stock.

         7.       REDEMPTION. At any time, the Corporation may redeem the Series
D Convertible Preferred Stock by paying in cash therefor an amount equal to the
sum of (i) any accrued but unpaid dividends, and (ii) $1.00 per share redeemed
(the "Series D Convertible Redemption Price"). Upon payment of the Series D
Convertible Redemption Price, all rights of the holders of the redeemed shares
of Series D Convertible Preferred Stock as holders of Series D Convertible
Preferred Stock shall cease with respect to such shares, and such shares shall
not thereafter be transferred on the books of the Corporation or be deemed to be
outstanding for any purpose whatsoever. The shares of Series D Convertible
Preferred Stock not redeemed shall remain outstanding and entitled to all the
rights and preferences provided herein. Notwithstanding the foregoing, on the
five-year anniversary of the issuance of the Series D Convertible Preferred
Stock, the Corporation shall redeem all of the shares of Series D Convertible
Preferred Stock then outstanding.

         8.       ISSUE TAX. The issuance of certificates for shares of Common
Stock upon conversion of the Series D Convertible Preferred Stock shall be made
without charge to the holders thereof for any issuance tax in respect thereof,
provided that the Corporation shall not be required to pay any income or similar
taxes of a holder arising in connection with a conversion or any tax that may be
payable in respect of any transfer involved in the issuance and delivery of any
certificates in a name other than that of the holder of the Series D Convertible
Preferred Stock which is being converted.

         9.       NO IMPAIRMENT. The Corporation, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, shall not avoid or seek to avoid the observance or performance
of any of the terms to be observed or performed hereunder by the Corporation,
but shall at all times in good faith assist in the carrying out of all the
provisions hereto and in the taking of all such action as may be necessary or
appropriate in order to protect the conversion and other rights of the holders
of the Series D Convertible Preferred Stock against impairment.

         10.      CLOSING OF BOOKS. The Corporation will at no time close its
transfer books against the transfer of any Series D Convertible Preferred Stock
or of any shares of Common Stock issued or issuable upon the conversion of any
shares of Series D Convertible Preferred


                                       4
<PAGE>

Stock in any manner that interferes with the timely conversion of such Series D
Convertible Preferred Stock.

         11.      PREFERRED SHAREHOLDER APPROVALS. Without the prior vote or
consent of two-thirds of the holders of the Series D Convertible Preferred
Stock, voting as a separate class, the Corporation shall not amend, alter, or
repeal its Certificate of Incorporation or its Bylaws in any manner adverse to
the holders of Series D Convertible Preferred Stock.

         12.      RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The Corporation
at all times shall reserve and keep available out of its authorized but unissued
Common Stock, solely for the purpose of effecting the conversion of the shares
of Series D Convertible Preferred Stock, such number of its Common Stock as
shall from time to time be sufficient to effect the conversion of all
outstanding shares of Series D Convertible Preferred Stock; and if at any time
the number of authorized but unissued Common Stock shall not be sufficient to
effect the conversion of all then outstanding shares of Series D Convertible
Preferred Stock, the Corporation will take such corporate action as may be
necessary to increase its authorized but unissued Common Stock to such number of
shares as shall be sufficient for such purpose.

         13.      NO REISSUANCE OF SERIES D CONVERTIBLE PREFERRED STOCK. No
share or shares of Series D Convertible Preferred Stock acquired by the
Corporation by reason of purchase, conversion or otherwise shall be reissued,
and all such shares shall be canceled, retired and eliminated from the shares
which the Corporation shall be authorized to issue.

         14.      GENERAL. In addition to the foregoing provisions, the Series D
Convertible Preferred Stock shall be subject to, and shall be entitled to the
benefits of, any terms and conditions set forth in the Certificate of
Incorporation of the Corporation with respect to preferred stock generally.

         FURTHER RESOLVED, that the officers of the Corporation be, and they
hereby are, authorized and directed in the Corporation's behalf to execute,
deliver and file such instruments, documents and agreements, and to take such
other actions, as they consider necessary or appropriate to implement the
foregoing resolutions.


                                       5
<PAGE>

     [Signature page to Certificate of Designation of Series D Convertible
                  Preferred Stock of Rainwire Partners, Inc.]


         IN WITNESS WHEREOF, the undersigned have executed this consent as of
the _____ day of October, 2001.


                                   By
                                      ------------------------------------------
                                      Lynne Marchessault


                                   By
                                      ------------------------------------------
                                      Ronald Potts


                                   By
                                      ------------------------------------------
                                      Mike McLaughlin


                                   By
                                      ------------------------------------------
                                      John Hill


                                   Constituting all of the Directors of Rainwire
                                   Partners, Inc.


                                       6