CERTIFICATE OF DESIGNATION OF RIGHTS, PREFERENCES
                                AND PRIVILEGES OF
                           SERIES B PREFERRED STOCK OF
                                  PEOPLEPC INC.


         The undersigned, Nick Grouf, does hereby certify:

1.   That he is the duly elected and acting President of PeoplePC Inc. (the
     "Corporation"), a corporation organized and existing under the General
     Corporation Law of the State of Delaware (the "DGCL").

2.   That pursuant to the authority conferred upon the Board of Directors of the
     Corporation (the "Board of Directors") by its Amended and Restated
     Certificate of Incorporation (the "Certificate") and pursuant to the
     provisions of Section 151 of the DGCL, a special committee of the Board of
     Directors, at a duly called meeting held on December 13, 2001, adopted the
     following resolution creating a series of 6,400,000 shares of Preferred
     Stock having a par value of $0.0001 per share, designated as Series B
     Preferred Stock (the "Series B Preferred Stock"):

         RESOLVED, that pursuant to the authority vested in the Board of
Directors by Section Fourth of the Certificate, and Section 151(g) of the DGCL,
the special committee of the Board of Directors does hereby create, from the
authorized shares of Preferred Stock of the Corporation, par value $0.0001 per
share (the "Preferred Stock"), a series of Preferred Stock and does hereby fix
and herein state and express the designations, voting powers, preferences and
relative, participating and other special rights and the qualifications,
limitations and restrictions of such series of Preferred Stock as follows:

         1. Designation and Amount. The shares of such series shall be
designated as "Series B Preferred Stock", and the number of shares constituting
such series shall be 6,400,000.

         2. Liquidation Preference.

              (a) Preferred Preference. The holders of the Series B Preferred
Stock shall be entitled to receive upon a Liquidation Event (as defined below)
prior and in preference to any distribution of any of the assets of the
Corporation to the holders of Common Stock by reason of their ownership thereof,
an amount per share equal to the Original Issue Price (as defined below) (as
adjusted for any stock dividends, combinations or splits occurring after the
date of filing of this Certificate of Designation). If upon the occurrence of
such event, the assets and funds thus distributed among the holders of Series B
Preferred Stock shall be insufficient to permit the payment to such holders of
the full Original Issue Price, then, the entire assets and funds of the
Corporation legally available for distribution shall be distributed ratably
among the holders of Series B Preferred Stock. After the distributions described
in the first two sentences of this Section 2(a) have been paid in full, all of
the assets of the Corporation available for distribution shall be distributed
among the holders of Common Stock and the Series B Preferred Stock in proportion
to the number of shares of Common


<PAGE>

Stock then held by them, assuming the
conversion of the outstanding shares of Series B Preferred Stock (assuming
Stockholder Approval were obtained at such time).

              (b) Definitions.

                   (i) "Liquidation Event" shall mean:

                        (1) any liquidation, dissolution or winding up of this
Corporation, either voluntary or involuntary, and

                        (2) any of the following: (A) the Corporation's sale,
conveyance or other disposition of all or substantially all of its assets, (B)
the acquisition of the Corporation by another entity by means of merger,
consolidation or any other transaction resulting in the exchange of the
outstanding shares of the Corporation for securities or consideration issued, or
caused to be issued, by the acquiring entity or its subsidiary, unless the
stockholders of the Corporation immediately prior to the consummation of such
transaction hold at least 50% of the voting power of the surviving Corporation
in such a transaction, (C) the consummation by the Corporation of any
transaction or series of related transactions, including the issuance or sale of
voting securities, if the stockholders of the Corporation immediately prior to
such transaction (or, in the case of a series of transactions, the first of such
transactions) hold less than 50% of the voting power of the Corporation
immediately after the consummation of such transaction (or, in the case of a
series of transactions, the last of such transactions); or (D) a merger or
consolidation of PeoplePC Europe N.V., a Dutch Company, or any wholly-owned
significant subsidiary (as defined in Rule 1-02(w) of Regulation S-X promulgated
by the Securities and Exchange Commission) of the Company unless, immediately
after the effectiveness thereof, the Corporation or one of its wholly-owned
subsidiaries owns all of the outstanding capital stock of the surviving
Corporation (subclauses (A) through (D) collectively, a "Change in Control").

                   (ii) "Stockholder Approval" shall mean the approval by
holders of at least a majority of the votes cast, in person or by proxy, at any
meeting of the stockholders of the Corporation, of the issuance of the number of
shares of Common Stock issuable upon the conversion of the Series B Preferred
Stock.

                   (iii) "Original Issue Price" shall mean $5.00 per share, as
adjusted for any stock dividends, combinations or splits occurring after the
date of filing of this Certificate of Designation.

         3. Non-Voting Stock. The Series B Preferred Stock shall be non-voting
stock, except as specifically provided herein and as required by law.

         4. Conversion.

              (a) Automatic Conversion. Each share of Series B Preferred Stock
shall be automatically converted into shares of Common Stock at the then
effective Conversion Rate (as defined below) immediately following the
Stockholder Approval.


                                       2
<PAGE>

              (b) Conversion Rate. The "Conversion Rate" shall initially be 100
shares of Common Stock for each share of Series B Preferred Stock, corresponding
to an initial conversion price equal to $0.05 for each share of Series B
Preferred Stock, subject to adjustment pursuant to Section 4(e). Upon any
adjustment to the Conversion Rate pursuant to Section 4(e), the conversion price
shall be adjusted to equal the product of (i) $0.05 and (ii) the quotient equal
to (A) 100 divided by (B) the Conversion Rate, after giving effect to such
adjustment thereto (the conversion price, as adjusted from time to time, the
"Conversion Price").

              (c) Mechanics of Conversion. As soon as practicable following an
automatic conversion pursuant to Section 4(a), each holder of Series B Preferred
Stock shall surrender the certificate(s) therefor at the office of the
Corporation or of any transfer agent for the Series B Preferred Stock. The
Corporation shall, as soon as practicable thereafter, issue and deliver at such
office to such holder of Series B Preferred Stock certificate(s) for the number
of shares of Common Stock to which such holder shall be entitled. Such
conversion shall be deemed to have been made immediately following the
Stockholder Approval referred to in Section 2(b) hereof 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 on such date.

              (d) Fractional Shares. In lieu of any fractional shares to which
the holder of Series B Preferred Stock would otherwise be entitled, the
Corporation (i) may pay cash equal to such fraction multiplied by the fair
market value of one share of Series B Preferred Stock as determined in good
faith by the Board of Directors or (ii) may round fractional shares up to the
next whole share. Whether or not fractional shares are issuable upon such
conversion shall be determined on the basis of the total number of shares of
Series B Preferred Stock held by each holder to be converted at such time into
Common Stock and the number of shares of Common Stock issuable upon such
aggregate conversion.

              (e) Adjustment of Conversion Rate. The Conversion Rate shall be
subject to adjustment from time to time as follows:

                   (i) Adjustment for Stock Dividend, Subdivision or Split-up.
If the number of shares of Common Stock outstanding at any time after the date
hereof is increased by a stock dividend payable in shares of Common Stock or by
a subdivision or split-up of shares of Common Stock without a corresponding
adjustment to the Series B Preferred Stock or Conversion Rate, then, on the date
such payment is made or such change is effective, the Conversion Rate shall be
appropriately adjusted so that the number of shares of Common Stock issuable on
conversion of any shares of Series B Preferred Stock shall be increased in
proportion to such increase in outstanding shares.

                   (ii) Adjustment for Combination. If the number of shares of
Common Stock outstanding at any time after the date hereof is decreased by a
combination of the outstanding shares of Common Stock without a corresponding
adjustment to the Series B Preferred Stock or the Conversion Rate, then, on the
effective date of such combination, the Conversion Rate shall be appropriately
adjusted so that the number of shares of Common Stock issuable on conversion of
any


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<PAGE>

shares of Series B Preferred Stock shall be decreased in proportion to such
decrease in outstanding shares.

                   (iii) Adjustment for Reclassification, Exchange and
Substitution. If the Common Stock issuable upon the conversion of the Series B
Preferred Stock is changed into the same or a different number of shares of any
class or classes of stock, whether by recapitalization, reclassification or
otherwise (other than a subdivision or combination of shares or stock dividend
or a reorganization as provided for elsewhere in this Section 4(e)), in any such
event the Series B Preferred Stock shall be automatically converted, pursuant to
Section 4(a) (assuming for such purpose of applying Section 4(a) that
Stockholder Approval had been obtained on the effective date of such
recapitalization, reclassification or other change), into the kind and amount of
stock and other securities and property receivable upon such recapitalization,
reclassification or other change by holders of the number of shares of Common
Stock into which such shares of Series B Preferred Stock would have been
converted immediately prior to such recapitalization, reclassification or change
if Stockholder Approval had been obtained at such time, all subject to further
adjustment as provided herein or with respect to such other securities or
property by the terms thereof.

                   (iv) Adjustment for Reorganizations, Mergers, Consolidations
or Sales of Assets. If there is a capital reorganization of the Common Stock
(other than a recapitalization, subdivision, combination, reclassification,
exchange or substitution of shares as provided for elsewhere in this Section
4(e)), as a part of such capital reorganization, provision shall be made so that
the holders of the Series B Preferred Stock shall thereafter by entitled to
receive upon conversion of the Series B Preferred Stock the number of shares of
stock or other securities or property of the Corporation to which a holder of
the number of shares of Common Stock deliverable upon conversion would have been
entitled on such capital reorganization, subject to adjustment in respect of
such stock or securities by the terms thereof. In any such case, appropriate
adjustment shall be made in the application of the provisions of this Section
4(e) with respect to the rights of the holders of Series B Preferred Stock after
the capital reorganization to the end that the provisions of the Section 4
(including adjustment of the Conversion Rate then in effect and the number of
shares issuable upon conversion of the Series B Preferred Stock) shall be
applicable after that event and be as nearly equivalent as practicable.

                   (v) Adjustment for Sale of Shares Below Series B Preferred
Stock Conversion Price.

                        (1) If the Corporation issues or sells, or is deemed by
the express provisions of this Section 4(e)(v) to have issued or sold,
Additional Shares of Common Stock (as defined in subsection (4) below)), other
than as a dividend or other distribution on any class of stock as provided for
elsewhere in this Section 4(e), for an Effective Price (as defined in subsection
(4) below) less than the then effective Conversion Price, then and in each such
case the then existing Conversion Rate shall be increased, as of the opening of
business on the date of such issue or sale, to a price determined by multiplying
such Conversion Rate by a fraction (i) the numerator of which shall be the
number of shares of Common Stock deemed outstanding (as defined below)
immediately prior to such issue or sale plus the total number of Additional
Shares of Common Stock so issued or sold or deemed to be sold and (ii) the
denominator of which shall be (A) the number of shares of Common Stock deemed
outstanding (as defined below) immediately prior to such issue or sale, plus


                                       4
<PAGE>

(B) the number of shares of Common Stock which the aggregate consideration
received (as defined in subsection (2) below) by the Corporation for the total
number of Additional Shares of Common Stock so issued or sold would purchase at
such Conversion Price. For the purposes of the preceding sentence, the number of
shares of Common Stock deemed to be outstanding as of a given date shall be the
sum of (A) the number of shares of Common Stock actually outstanding, (B) the
number of shares of Common Stock into which the then outstanding shares of
Preferred Stock could be converted if fully converted on the day immediately
preceding the given date, and (C) the number of shares of Common Stock which
could be obtained through the exercise or conversion of all other rights,
options, warrants and convertible securities outstanding on the day immediately
preceding the given date.

                        (2) For the purpose of making any adjustment required
under Section 4(e)(v)(1), the consideration received by the Corporation for any
issue or sale of securities shall (A) to the extent it consists of property
other than cash, be computed at the fair value of that property as determined in
good faith by the Board of Directors, and (B) if Additional Shares of Common
Stock, Convertible Securities (as defined in subsection (3) below) or rights or
options to purchase either Additional Shares of Common Stock or Convertible
Securities are issued or sold together with other stock or securities or other
assets of the Corporation for a consideration which covers both, be computed as
the portion of the consideration so received that it is determined in good faith
by the Board of Directors to be allocable to such Additional Share of Common
Stock, Convertible Securities or rights or options.

                        (3) For the purpose of the adjustment required under
Section 4(e)(v)(1), if the Corporation issues or sell any (A) stock or other
securities convertible into, Additional Shares of Common Stock (such convertible
stock or securities being herein referred to as "Convertible Securities") or (B)
rights, warrants or options for the purchase of Additional Shares of Common
Stock or Convertible Securities and if the Effective Price of such Additional
Shares of Common Stock is less than the Conversion Price, in each case the
Corporation shall be deemed to have issued at the time of the issuance of such
rights or options or Convertible Securities the number of Additional Shares of
Common Stock issuable upon exercise or conversion thereof and to have received
as consideration for the issuance of such shares an amount equal to the total
amount of the consideration, if any, received by the Corporation for the
issuance of such rights or options or Convertible Securities, plus, in the case
of such rights or options, the amounts of consideration, if any, payable to the
Corporation upon the exercise of such rights or options, plus, in the case of
Convertible Securities, the amounts of consideration, if any, payable to the
Corporation (other than by cancellation of liabilities or obligations evidenced
by such Convertible Securities) upon the conversion thereof; provided, that if
in the case of Convertible Securities the amounts of such consideration cannot
be ascertained, but are a function of antidilution or similar protective
clauses, the Corporation shall be deemed to have received the amounts of
consideration without reference to such clauses; provided further that if the
amount of consideration payable to the Corporation upon the exercise or
conversion of rights, options or Convertible Securities is reduced over time or
on the occurrence or non-occurrence of specified events other than by reason of
antidilution adjustments, the Effective Price shall be recalculated using the
figure to which such amount of consideration is reduced; provided further that
if the amount of consideration payable to the Corporation upon the exercise or
conversion of such rights, options or Convertible Securities is subsequently
increased, the Effective Price shall be again recalculated using the increased
amount of consideration payable


                                       5
<PAGE>

to the Corporation upon the exercise or conversion of such rights, option or
convertible Securities. No further adjustment of the Conversion Rate, as
adjusted upon the issuance of such rights, options or Convertible Securities,
shall be made as a result of the actual issuance of Additional Shares of Common
Stock upon the exercise of any such rights or options or the conversion of any
such Convertible Securities. If any such rights or options or the conversion
privilege represented by any such Convertible Securities shall expire without
having been exercised, the Conversion Rate as adjusted upon the issuance of such
rights, options or Convertible Securities shall be readjusted to the Conversion
Rate which would have been in effect had an adjustment been made on the basis
that the only Additional Shares of Common Stock so issued were the Additional
Shares of Common Stock, if any, actually issued or sold on the exercise of such
rights or options or rights of conversion of such Convertible Securities, and
such Additional Shares of Common Stock, if any, where issued or sold for the
consideration actually received by the Corporation upon such exercise, plus the
consideration, if any, actually received by the Corporation for the granting of
all such rights or options, whether or not exercised, plus the consideration
received for issuing or selling the Convertible Securities actually converted,
plus the consideration, if any, actually received by the Corporation (other than
by cancellation of liabilities or obligations evidenced by such Convertible
Securities) on the conversion of such Convertible Securities; provided that such
readjustment shall not apply to conversions of the Series B Preferred Stock that
took place prior to such readjustment.

                        (4) "Additional Shares of Common Stock" shall mean all
shares of Common Stock issued by the Corporation or deemed to be issued pursuant
to this Section 4(e)(v), whether or not subsequently reacquired or retired by
the Corporation other than (A) shares of Common Stock issued upon conversion of
the Series B Preferred Stock; (B) shares of Common Stock and/or options,
warrants or other Common Stock purchase rights and the Common Stock issued
pursuant to such options, warrants or other rights (as adjusted for any stock
dividends, combinations, splits, recapitalizations and the like) after the
original issue date (the "Original Issue Date") of the Series B Preferred Stock
to employees, officers or directors of, or consultants or advisors to the
Corporation or any subsidiary pursuant to stock purchase or stock option plans
or other arrangements that are approved by the Board of Directors; (C) shares of
Common Stock issued pursuant to the exercise of options, warrants or convertible
securities outstanding as of the Original Issue Date; (D) shares of Common Stock
issued for consideration other than cash pursuant to a merger, consolidation,
acquisition or similar business combination; (E) as a dividend or other
distribution in connection with which an adjustment to the Conversion Price is
made pursuant to Section 4(e); or (F) any shares issued, issuable or, pursuant
to Section 4(e), deemed to be issued, if the holders of a majority of the Series
B Preferred Stock then outstanding agree in writing that such shares shall not
constitute Additional Shares of Common Stock. The "Effective Price" of
Additional Shares of Common Stock shall mean the quotient determined by dividing
the total number of Additional Shares of Common Stock issued or sold, or deemed
to have been issued or sold by the Corporation under this Section 4(e)(v), into
the aggregate consideration received, or deemed to have been received by the
Corporation for such issue under this Section 4(e)(v), for such Additional
Shares of Common Stock.

         5. Protective Provisions. So long as the Series B Preferred Stock
remains outstanding, the Corporation shall not without first obtaining the
approval (by vote or written consent, as provided by law) of the holders of at
least a majority of the then outstanding shares of Series B Preferred Stock,
voting separately as a class:


                                       6
<PAGE>

              (a) amend, alter, repeal, or change (including by merger or
consolidation or share exchange) the rights, preferences or privileges of the
Series B Preferred Stock, as provided herein or in the Certificate;

              (b) take any action that authorizes or issues, or obligates itself
to issue, any other equity security, including any other security convertible
into or exercisable for any equity security, having a preference over, or being
on a parity with, the Series B Preferred Stock with respect to voting, dividends
or upon liquidation; provided, however, that the Corporation may issue shares of
Series B Preferred Stock in an amount not to exceed the maximum number
authorized by this Certificate up to, but not later than, 5:00 pm Eastern
Standard Time on December 17, 2001;

              (c) take any action that reclassifies any outstanding shares of
equity securities, including any security convertible into or exercisable for
any such equity security, into shares having a preference over, or being on a
parity with, the Series B Preferred Stock with respect to voting, dividends or
upon liquidation;

              (d) effect any amendment of the Certificate or bylaws;

              (e) effect the redemption or repurchase of any outstanding equity
security (other than the repurchase of restricted stock from employees upon
termination of employment pursuant to the terms of stock purchase or other
arrangements approved by the Board of Directors);

              (f) effect any Change in Control pursuant to one or more
transactions to which the Company is a party;

              (g) increase or decrease the authorized number of members of the
Board of Directors;

              (h) declare or pay any dividend to the holders of any equity
security of the Corporation other than the Series B Preferred Stock;

              (i) enter into, or permit any of its subsidiaries to enter into,
any transaction, agreement or arrangement with any officer or employee of the
Corporation (other than a transaction, agreement or arrangement with such
officer or employee that is consistent in amount, frequency and terms and
conditions with the Corporation's past compensation and benefit arrangements for
officers or employees), affiliate of the Corporation (other than SOFTBANK
Capital Partners LP or any affiliate thereof) or any person related to or under
common control with an affiliate of the Corporation;

              (j) grant stock options, restricted stock or other equity
securities, or rights to acquire equity securities, of the Corporation to
directors, officers, employees or consultants of the Corporation; or

              (k) incur Debt (as defined below) which, in the aggregate together
with all other Debt incurred after the Original Issue Date then outstanding,
exceeds $500,000. As used herein, "Debt" shall mean (i) every obligation for
money borrowed, (ii) every obligation evidenced by bonds, debentures, notes or
other similar instruments, including obligations incurred in connection with the
acquisition of property, assets or businesses, (iii) every reimbursement
obligation with respect to


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<PAGE>

letters of credit, bankers' acceptances or similar facilities, (iv) every
obligation issued or assumed as the deferred purchase price of property or
services (but excluding trade accounts payable or accrued liabilities arising in
the ordinary course of business), (v) every Capital Lease Obligation (as defined
below), (vi) every obligation to pay rent or other payment amounts with respect
to any sale and lease-back transaction and (vii) every obligation to the type
referred to in clauses (i) through (vi) of another entity the payment of which
the Corporation or any of its subsidiaries has guaranteed or is responsible or
liable, directly or indirectly, as obligor, guarantor or otherwise. As used
herein, "Capital Lease Obligation" means the obligation to pay rent or other
payment amounts under a lease of real or personal property which is required to
be classified and accounted for as a capital lease or a liability on the face of
a balance sheet in accordance with generally accepted accounting principles.

         6. Put Option.

              (a) Put Option. In the event that the Stockholder Approval has not
occurred on or prior to 120 calendar days after the closing of the purchase of
the Series B Preferred Stock, each holder of Series B Preferred Stock shall have
the right at any time to require the Corporation to buy all or any portion, as
determined in the sole discretion of such holder, of the Series B Preferred
Stock held by such holder at the time of exercise of such right (the "Put
Option") subject to the Corporation having legally available funds for such
purchase.

              (b) Consideration for the Put Option. Upon exercise of the Put
Option, a holder of Series B Preferred Stock shall be entitled to receive an
amount equal to the Original Issue Price multiplied by the number of shares of
Series B Preferred Stock set forth in the Notice of Put Option Exercise.

              (c) Procedure for Exercise of Put Option. Each holder of Series B
Preferred Stock may exercise the Put Option granted hereunder by delivering to
the Corporation a notice that includes the name of such holder and the number of
shares of Series B Preferred Stock to be subject to the exercise of the Put
Option (the "Notice of Put Option Exercise"). After the Corporation receives the
Notice of Put Option Exercise, the Corporation and the holder shall use their
best efforts to close the purchase and sale as promptly as practicable subject
to the Corporation having legally available funds for such purchase.

         7. Right of First Refusal.

              (a) Subsequent Offerings. Each holder of Series B Preferred Stock
shall have a right of first refusal to purchase its pro rata share of all Equity
Securities (as defined below) that the Corporation may, from time to time,
propose to sell and issue after the date of this Agreement, other than the
Equity Securities excluded by Section 7(d) hereof. Each such holder's pro rata
share is equal to the ratio of (a) the number of shares of the Corporation's
Common Stock (including all shares of Common Stock issued or issuable upon
conversion of the Shares) which such holder is deemed to be a holder immediately
prior to the issuance of such Equity Securities to (b) the total number of
shares of the Corporation's outstanding Common Stock (including all shares of
Common Stock issued or issuable upon conversion of the Shares and upon the
exercise of any outstanding warrants or options) immediately prior to the
issuance of the Equity Securities. The term "Equity Securities" shall mean (i)
any Common Stock, Preferred Stock or other security of the Corporation, (ii) any


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<PAGE>

security convertible, with or without consideration, into any Common Stock,
Preferred Stock or other security (including any option to purchase such a
convertible security), (iii) any security carrying any warrant or right to
subscribe to or purchase any Common Stock, Preferred Stock or other security or
(iv) any such warrant or right.

              (b) Exercise or Rights. If the Corporation proposes to issue any
Equity Securities, it shall give each holder of Series B Preferred Stock written
notice of its intention, describing the Equity Securities, the price and the
terms and conditions upon which the Corporation proposes to issue the same. Each
such holder shall have fifteen (15) days from the giving of such notice to agree
to purchase its pro rata share of the Equity Securities for the price and upon
the terms and conditions specified in the notice by giving written notice to the
Corporation and stating therein the quantity of Equity Securities to be
purchased. Notwithstanding the foregoing, the Corporation shall not be required
to offer or sell such Equity Securities to any such holder who would cause the
Corporation to be in violation of applicable federal securities laws by virtue
of such offer or sale.

              (c) Waiver of Rights of First Refusal. Notwithstanding anything
herein to the contrary, the rights of first refusal established by this Section
7 may be amended, or any provision waived only with the written consent of the
holders of Series B Preferred Stock holding a majority of the then outstanding
Series B Preferred Stock.

              (d) Excluded Securities. The rights of first refusal established
by this Section 7 shall have no application to Equity Securities issued in a
transaction set forth in clauses (A) through (F) of Section 4(e)(v)(4) hereof.



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<PAGE>


         IN WITNESS WHEREOF, PeoplePC Inc. has caused this Certificate to be
duly executed by its President on this 14th day of December 2001.



                                         PEOPLEPC INC.



                                         By: /s/ Nick Grouf
                                            ------------------------------------
                                            Nick Grouf
                                            President