CERTIFICATE OF DESIGNATIONS
                                       OF
                            SERIES B PREFERRED STOCK
                                       OF
                                   SWWT, INC.


                           Pursuant to Section 151 of
                      the Delaware General Corporation Law


         SWWT, Inc., a corporation organized and existing under the laws of the
State of Delaware (the "Corporation"), hereby certifies as follows:

         That, pursuant to the authority vested in the Board of Directors of the
Corporation by Article FOURTH of the Certificate of Incorporation of the
Corporation, as amended, and pursuant to the provisions of Section 151 of the
Delaware General Corporation Law, the Board of Directors of the Corporation, at
a meeting duly convened on April 14, 2000 duly adopted the following resolution:

         RESOLVED that, pursuant to the authority vested in the Board of
Directors of the Corporation by Article FOURTH of the Corporation's Certificate
of Incorporation, as amended, of the Preferred Stock, par value $.001 per share,
of the Corporation ("Preferred Stock"), there shall be designated a series of
1,000,000 shares which shall be issued in and constitute a single series to be
known as "Series B Preferred Stock" (hereinafter called the "Series B Preferred
Stock"). The shares of Series B Preferred Stock shall have the voting powers,
designations, preferences and other special rights, and qualifications,
limitations and restrictions thereof set forth below:


     I. VOTING RIGHTS AND PREEMPTIVE RIGHTS

         (a) Except as otherwise provided by law, the holders of the Series B
Preferred Stock shall be entitled to vote at or participate in any meeting of
stockholders, and to participate in any action proposed to be taken by written
consent, in each case with the holders of the common stock, par value $.001 of
the Corporation (the "Common Stock") and with the holders of any other series of
convertible Preferred Stock having the right to vote on an as converted basis,
voting or acting together as one class on an as converted basis, and to receive
notice of any such meeting or any such proposed action in the same manner as
notice is provided to holders of the Common Stock.




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         (b) The holders of the Series B Preferred Stock shall have no
preemptive rights or other subscription rights.

     II. LIQUIDATION

         (a) In the event of any liquidation, dissolution or winding up of the
affairs of the Corporation, whether voluntary or involuntary, before any
distribution of the assets of the Corporation (whether capital or surplus) shall
be made to or set apart for the holders of the Common Stock or any other stock
of the Corporation having rights or preferences as to assets junior to the
rights and preferences of the Series B Preferred Stock, the holders of the
Series B Preferred Stock shall be entitled to the payment in cash of $.01 per
share.

         (b) If, upon any such liquidation, dissolution or winding up, the
assets of the Corporation distributable among the holders of the Series B
Preferred Stock shall be insufficient to pay to them in full the preferential
amounts specified above, then such assets, or the proceeds thereof, shall be
distributed among the holders of the Series B Preferred Stock ratably in
proportion to the amounts which would be payable to them respectively, if such
preferential amounts were paid to them in full.

         (c) In addition to the amount set forth in paragraph (a) of this
Section II the holders of the Series B Preferred Stock shall also be entitled to
such amount per share of the Series B Preferred Stock as would have been payable
had each share been converted to Common Stock immediately prior to such
liquidation, dissolution or winding up of the Company.

     III. CONVERSION

         The holders of the Series B Preferred Stock shall have the following
conversion rights (the "Conversion Rights"):

         (a) CONVERSION. Each share of Series B Preferred shall be automatically
converted on the next business day (the "Conversion Date") following the later
of (x) the date of filing of a certificate of amendment to the Corporation's
Certificate of Incorporation that increases the number of authorized shares of
Common Stock to a number sufficient to permit the conversion of all of the then
outstanding shares of Series B Preferred Stock into shares of Common Stock and
(y) the date on which the Equity Financing (as defined below) is completed. Upon
the occurrence of the later of such events, each share of Series B Preferred
Stock shall be converted into that number of fully paid and non-assessable
shares of the Common Stock determined by dividing (x) 75,777,162 (the "Total
Common Stock") (such number being intended to have equaled 21.222 multiplied by
the number of shares of outstanding Common Stock of the




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Corporation, on a fully diluted basis, immediately prior to the Effective Time
(as defined in the Agreement and Plan of Merger, dated as of April 14, 2000,
among the Corporation, E-Newco, Inc. and ENWC Acquisition, Inc.); it being
understood that such number reflecting the Total Common Stock shall be adjusted
on the Conversion Date to the extent necessary to ensure it so reflects such
product) by (y) the aggregate number of shares of Series B Preferred Stock
outstanding on the Conversion Date (such quotient, the "Conversion Ratio"). The
Conversion Ratio shall be subject from time to time to adjustment as herein set
forth. "Equity Financing" shall mean one or more related rounds of financing
completed after the Effective Time in connection with which a minimum of $15.0
million of cash is received by the Corporation in connection with the issuance
of equity securities (or other securities convertible into, or exercisable or
exchangeable for, equity securities) of the Corporation.

         (b) EXCHANGE OF CERTIFICATE. Upon surrender of any certificate or
certificates representing Series B Preferred Stock, thereupon the Corporation
shall promptly issue and deliver at such office to such holder of Series B
Preferred Stock a certificate or certificates for the number of shares of the
Common Stock to which he 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 B Preferred Stock to be
converted, and the person or persons entitled to receive the shares of the
Common Stock issuable upon such conversion shall be treated for all purposes as
the record holder or holders of such shares of the Common Stock on such date.

         (c) SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Corporation
shall, at any time or from time to time after the date of issuance of the Series
B Preferred Stock, effect a subdivision of the outstanding Common Stock, the
number of shares representing the Total Common Stock immediately before that
subdivision shall be proportionately increased, and conversely if the
Corporation shall at any time or from time to time after the date of issuance of
the Series B Preferred Stock combine the outstanding shares of the Common Stock,
the number of shares representing the Total Common Stock immediately before the
combination shall be proportionately decreased. Any adjustment under this
subparagraph (c) shall become effective at the close of business on the date the
subdivision or combination becomes effective.

         (d) COMMON STOCK DIVIDENDS. In the event the Corporation at any time,
or from time to time after the date of issuance of the Series B Preferred Stock,
shall make or issue, or fix a record date for the determination of stockholders
entitled to receive, a dividend or other distribution payable in additional
shares of the Common Stock, then and in each such event, the Conversion Ratio
then in effect shall be adjusted as of the time of such issuance or, in the
event such a record date shall have been fixed, as of the close of business on
such record date, by increasing the number of shares representing the Total
Common Stock by an amount equal to the number of shares of Common Stock that
would have been issuable in payment of such dividend or



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distribution had all of the shares of Series B Preferred Stock been converted
into Common Stock immediately prior to such issuance or record date, as
applicable; provided, however, if such record date shall have been fixed and
such dividend is not fully paid or if such distribution is not fully made on the
date fixed therefor, the Conversion Ratio shall be recomputed accordingly as of
the close of business on such record date and thereafter the Conversion Ratio
shall be adjusted pursuant to this subparagraph (d) as of the time of actual
payment of such dividends or distributions.

         (e) OTHER DIVIDENDS. In the event the Corporation at any time or from
time to time after the date of issuance of the Series B Preferred Stock shall
make or issue, or fix a record date for the determination of stockholders
entitled to receive, a dividend or other distribution payable in securities of
the Corporation other than shares of the Common Stock, then and in each such
event provision shall be made so that the holders of Series B Preferred Stock
shall receive upon conversion thereof in addition to the number of shares of the
Common Stock receivable thereupon, the amount of securities of the Company which
they would have received had their Series B Preferred Stock been converted into
the Common Stock on the date of such event and had they thereafter, during the
term from the date of such event to and including the date of conversion,
retained such securities receivable by them as aforesaid during such period,
giving application to all adjustments called for during such period under this
Section III with respect to the rights of the holders of the Series B Preferred
Stock.

         (f) REORGANIZATIONS, ETC. If the Common Stock issuable upon the
conversion of the Series B Preferred Stock shall be changed into the same or
different number of shares of any class or classes of stock, whether by capital
reorganization, reclassification or otherwise (other than a subdivision or
combination of shares, stock dividend, reorganization, merger, consolidation or
sale of assets, provided for elsewhere in this Section III), then and in each
such event the holder of each share of Series B Preferred Stock shall have the
right thereafter to convert such share into the kind and amount of shares of
stock and other securities and property receivable upon such reorganization,
reclassification or other exchange, by holders of the number of shares of the
Common Stock into which such share of Series B Preferred Stock might have been
converted immediately prior to such reorganization, reclassification or change,
all subject to further adjustment as provided herein.

         (g) OTHER REORGANIZATIONS. If at any time or from time to time there
shall be a capital reorganization of the Common Stock (other than a subdivision,
combination, reclassification or exchange of shares provided for elsewhere in
this Section III) or merger or consolidation of the Corporation with or into
another corporation, or the sale of all or substantially all of the Company's
properties and assets to any other person, then, as a part of such
reorganization, merger, consolidation or sale, provision shall be made so that
the holders of the Series B Preferred Stock shall thereafter be entitled to
receive upon conversion of the Series B Preferred Stock, the number of shares of
stock or



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other securities or property of the Corporation, or of the successor corporation
resulting from such merger or consolidation, to which a holder of that number of
shares of Common Stock deliverable upon conversion of the Series B Preferred
Stock would have been entitled on such capital reorganization, merger,
consolidation, or sale. In any such case, appropriate adjustment shall be made
in the application of the provisions of this Section III with respect to the
rights of the holders of the Series B Preferred Stock after the reorganization,
merger, consolidation or sale to the end that the provisions of this Section III
(including adjustment of the Conversion Ratio then in effect and number of
shares issuable upon conversion of the Series B Preferred Stock) shall be
applicable after the event as nearly equivalent as may be practicable.

         (h) EQUITABLE ADJUSTMENT. In case any event shall occur as to which the
provisions of the Section III are not strictly applicable but the failure to
make any adjustment would not fairly protect the rights represented by the
Series B Preferred Stock in accordance with the essential intent and principles
of this Section III, then, in each such case, the board of directors of the
Corporation shall in good faith, using reasonable methods, make or arrange for
an equitable adjustment to the number of shares of Common Stock and the
Conversion Ration, provided that such adjustment is acceptable to the holders of
the majority of shares of Series B Preferred Stock. The adjustments set forth in
this Section III shall similarly apply to any and all successive transactions or
events requiring any adjustments hereunder.

         (i) COMPUTATION OF ADJUSTMENT. In each case of an adjustment of the
Conversion Ratio or the number of shares of the Common Stock or other securities
issuable upon conversion of the Series B Preferred Stock, the Corporation, at
its expense, shall compute such adjustment or readjustment in accordance with
the provisions hereof and prepare a certificate showing such adjustment or
readjustment, and shall send said certificate to each registered holder of the
Series B Preferred Stock at the holder's address as shown in the Corporation's
books. The certificate shall set forth such adjustment or readjustment, showing
in detail the facts upon which such adjustment is based.

         (j) NOTICE OF CERTAIN EVENTS. In the event of (i) any taking by the
Corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution, or (ii) any capital reorganization of the
Corporation, any reclassification or recapitalization of the capital stock of
the Corporation, any transfer of all or substantially all of the assets of the
Corporation to any other corporation or to any other entity or person, any
consolidation or merger involving the Corporation and any other corporation, or
any liquidation or winding up of the Corporation, the Corporation shall send to
each holder of Series B Preferred Stock, not more than 20 nor less than 10 days
prior to the date specified therein, a notice specifying (A) the date on which
any such record is to be taken for the purpose of such dividend or distribution,
(B) the date on which any such reorganization, reclassification, transfer,
consolidation, merger, dissolution, liquidation or



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winding up is expected to become effective, and (C) the time, if any, that is to
be fixed, as to when the holders of record of the Common Stock (or other
securities, including the Series B Preferred Stock) shall be entitled to
exchange their shares of the Common Stock (or other securities) for securities
or other property deliverable upon such reorganization, reclassification,
transfer, consolidation, merger, dissolution, liquidation or winding up.

         (k) NO FRACTIONAL SHARES. No fractional shares of the Common Stock
shall be issued upon conversion of the Series B Preferred Stock. In lieu of any
fractional shares to which the holder would otherwise be entitled, the
Corporation shall pay cash equal to the product of such fraction multiplied by
the fair market value of one share of the Common Stock on the date of
conversion, as determined in good faith by the Board of Directors.

         (l) AUTHORIZED COMMON STOCK. The Corporation shall take all actions
necessary to authorize, and at all times thereafter take all actions to reserve
and keep available out of its authorized but unissued shares of the Common Stock
solely for the purpose of effecting the conversion of the shares of the Series B
Preferred Stock, such number of its shares of the Common Stock as shall from
time to time be sufficient to effect the conversion of all outstanding shares of
the Series B Preferred Stock; and if at any time the number of authorized but
unissued shares of the Common Stock shall not be sufficient to effect the
conversion of all then outstanding shares of the Series B Preferred Stock, the
Corporation will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of the
Common Stock to such number of shares as shall be sufficient for such purpose.

         (m) DELIVERY OF NOTICE. Any notice required by the provisions of this
Section III to be given to the holders of shares of the Series B Preferred Stock
shall be given by either hand-delivery, telecopy, overnight mail or certified or
registered mail, postage prepaid, and addressed to each holder of record at his
address appearing on the books of the Corporation and shall be deemed received,
if hand-delivered, upon delivery, if telecopied, upon confirmation of receipt,
and if mailed (whether by overnight, certified or registered mail), upon
receipt.

         (n) NO AVOIDANCE. The Corporation shall not amend its Certificate of
Incorporation or participate in any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, for the purpose of avoiding or seeking 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 carrying out all such
action as may be reasonably necessary or appropriate in order to protect the
conversion rights of the holders of the Series B Preferred Stock against
dilution or other impairment.



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     IV.  SERIES B PREFERRED STOCK RESTRICTIONS ON CORPORATE ACTION

         Without the consent of the holders of record of a majority of the
shares of Series B Preferred Stock at the time outstanding, given in writing or
by vote at any regular or special meeting of stockholders, the Corporation shall
not amend, alter or remove any of the provisions of the Corporation's
certificate of incorporation or authorize any reclassification of the Series B
Preferred Stock, in either case so as to affect adversely the preferences,
special rights or powers of the Series B Preferred Stock, either directly or
indirectly, or through a merger or consolidation with any corporation, or
authorize any shares of the Corporation ranking, either as to the payment of
dividends or upon liquidation, dissolution or winding up, prior to the Series B
Preferred Stock.

     V.   SERIES B PREFERRED STOCK DIVIDENDS

         When and as dividends are declared on the Common Stock, the holders of
the Series B Preferred Stock shall be entitled to share in such dividends with
the holders of the Common Stock together as one class on an as converted basis.

     VI. SERIES B PREFERRED STOCK PAYMENTS

         All payments with respect to the Series B Preferred Stock shall be sent
to the holders thereof at their respective addresses, as the same shall appear
on the books of the Corporation.

     VII. OPTIONAL REDEMPTION OF SERIES B PREFERRED STOCK

         Unless restricted by applicable law, all of the shares of Series B
Preferred Stock will be subject to redemption at the option of the Corporation,
in whole, but not in part, at a redemption price per share equal to the Pro Rata
Cash Balance Per Share (as defined below), in cash out of legally available
funds, if the Equity Financing is not completed on or prior to 180 days after
the Effective Time (the "Deadline Date"). The election to exercise the optional
redemption right under this Section VII shall be made by means of a class vote
of the holders of the Common Stock of the Corporation (without participation by
holders of the Series B Preferred Stock on an as-converted basis or otherwise)
taken within 20 days of the Deadline Date. In the event the Corporation duly
elects to redeem the Series B Preferred Stock pursuant to the terms of this
Section VII, notice of such redemption shall be given by first class mail,
postage paid, mailed to each holder of record of the shares of Series B
Preferred Stock at such holder's address as the same appears on the stock
register of the Corporation; provided, however, that no failure to give such
notice nor any defect therein shall affect the validity of the proceeding for
the redemption of any shares of Series B Preferred Stock to be redeemed, except
as to the holder to whom the Corporation has failed to give said notice or
except as to the holder


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whose notice was defective. Each such notice shall state: (i) the redemption
date (which shall be not less than 10 nor more than 30 days after the date of
mailing of the notice and no more than 50 days after the Deadline Date); (ii)
the redemption price; and (iii) the place or places where certificates for such
shares are to be surrendered for payment for the redemption price. Notice having
been mailed as aforesaid, from and after the redemption date (unless default
shall be made by the Corporation in providing money on the redemption date for
the payment of the redemption price of the shares of Series B Preferred Stock
called for redemption), the shares of Series B Preferred Stock shall no longer
be deemed to be outstanding and shall have the status of authorized but unissued
shares of Series B Preferred Stock and all rights of the holders thereof as
stockholders of the Corporation (except the right to receive from the
Corporation the redemption price) shall cease. Upon surrender in accordance with
said notice of the certificates for any shares so redeemed (properly endorsed or
assigned for transfer, if the Board of Directors of the Corporation shall so
require and the notice shall so state), such shares shall be redeemed by the
Corporation at the redemption price. "Pro Rata Cash Balance Per Share" shall
mean the greater of (1) $0.00 per share and (2) the quotient obtained by
dividing (x) the cash and cash equivalents balance held by the Corporation on
the Deadline Date as certified in good faith by the Board of Directors of the
Corporation, by (y) the number of shares of Series B Preferred Stock outstanding
on the Deadline Date.

     VIII. AMENDMENTS TO SERIES B PREFERRED STOCK

         The Corporation shall not, without a class vote of the holders of the
Common Stock of the Corporation (without participation by holders of the Series
B Preferred Stock on an as-converted basis or otherwise) amend, alter or repeal
any provision of this Certificate of Designations (including, without
limitation, Section VII hereof) so as to adversely affect the relative rights,
preferences, qualifications, limitations or restrictions of the Common Stock as
compared to those of the Series B Preferred Stock.


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         IN WITNESS WHEREOF, this Certificate of Designations has been executed
by the Corporation by its President, Patrick E. Thomas, this 14th day of April,
2000.


                                   SWWT, INC.



                                   By: /s/Patrick E. Thomas
                                       ---------------------------
                                       Name:  Patrick E. Thomas
                                       Title: President



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