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                                                                     Exhibit 3.8

                           CERTIFICATE OF DESIGNATION
                                       FOR
                    SERIES F CONVERTIBLE PREFERRED STOCK AND
                      SERIES G CONVERTIBLE PREFERRED STOCK
                                       OF
                           5B TECHNOLOGIES CORPORATION

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

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

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

     The undersigned, Glenn Nortman, hereby certifies that:

      1.    I am the duly elected and acting Chief Executive Officer of 5B
            Technologies Corporation, a Delaware corporation (the
            "Corporation").

      2.    The Certificate of Incorporation of the Corporation authorizes five
            million (5,000,000) shares of preferred stock, $0.01 par value per
            share.

      3.    The following is a true and correct copy of the resolution duly
            adopted by the unanimous written consent of the Board of
            Directors of the Corporation (the "Board of Directors") on
            September 14, 2001 pursuant to the Certificate of Incorporation
            of the Corporation and in accordance with the provisions of the
            General Corporation Law of the State of Delaware, relating to the
            designation and issuance of the Series F and G preferred stock,
            each at a par value $.01 per share, of the Corporation, to be
            designated "Series F Convertible Preferred Stock" and  "Series G
            Convertible Preferred Stock," which resolution remains in full
            force and effect as of the date hereof:

            RESOLVED, that pursuant to the authority vested in the Board of
      Directors of the Corporation by the Certificate of Incorporation, the
      Board of Directors does hereby provide for the issuance of the following
      series of preferred stock, par value $0.01 per share, of the Corporation,
      to be designated "Series F Convertible Preferred Stock" ("Series F
      Preferred") and "Series G Convertible Preferred Stock" ("Series G
      Preferred," together with the Series F Preferred, hereinafter collectively
      referred to as the "Preferred Stock") which shall have the designation,
      rights, preferences, privileges and restrictions and limitations as
      follows:


I           SERIES F CONVERTIBLE PREFERRED STOCK

(A)   DESIGNATION AND AMOUNT. The shares of such series shall be designated as
      "Series F Convertible Preferred Stock," par value $0.01 per share (the
      "Series F Preferred"), and the number of shares constituting such series
      shall be 300,000.
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(B)   RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF THE SERIES F
      PREFERRED. The rights, preferences, privileges and restrictions granted to
      and imposed on the Series F Preferred are as follows:

      (1)   DIVIDEND PROVISIONS.

                  The holders of shares of the Series F Preferred shall not
            be entitled to receive dividends

      (2)   LIQUIDATION PREFERENCE.

            (a) In the event of any liquidation, dissolution or winding up of
            the Corporation, either voluntary or involuntary, the holders of the
            Series F Preferred shall be entitled to receive, in cash, after any
            distributions are made to the holders of Senior Securities but prior
            and in preference to any distribution of any of the assets or
            surplus funds of the Corporation to the holders of the Common Stock
            or any other Junior Securities by reason of their ownership thereof,
            the amount of $3.3333 per share (the "Original Series F Preferred
            Stock Issue Price") (as adjusted for stock splits, stock dividends,
            combinations, recapitalizations and similar events) in cash or cash
            equivalents for each share of Series F Preferred then held by them,
            and, in addition, an amount equal to all accrued but unpaid
            dividends on such shares of Series F Preferred in cash or cash
            equivalents. If upon occurrence of such event the assets and funds
            thus distributed ratably among the holders of the Series F Preferred
            shall be insufficient to permit the payment to such holders (and the
            holders of any series of preferred stock that ranks on a parity with
            the Series F Preferred on any liquidation, dissolution or winding up
            of the Corporation), including, without limitation the holders of
            the Series G Preferred, of the full preferential amount, then the
            entire assets and funds of the Corporation legally available for
            distribution shall be distributed among the holders of the Series F
            Preferred (and such parity stock) in proportion to the amount that
            the holders of the Series F Preferred and the holders of such parity
            stock would be entitled to receive if they were to be paid the full
            amounts due to them at the time of such liquidation, dissolution or
            winding up. After payment has been made to the holders of the Series
            F Preferred and such parity stock of the full amounts to which they
            shall be entitled as aforesaid, all remaining assets of the
            Corporation shall be distributed among all holders of the preferred
            stock of the Corporation that rank junior to the Series F Preferred
            on any liquidation, dissolution or winding up of the Corporation and
            all holders of Common Stock and other Junior Securities in
            proportion to the number of shares of Common


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            Stock which would be held by each such holder if all shares of such
            series of preferred stock were converted into Common Stock.

      (3) CONVERSION. The holders of the Series F Preferred shall each have
      conversion rights as follows (the "Conversion Rights"):

            (a) RIGHT TO CONVERT. Subject to the limitations set forth in
            subsection 3(b) below, each share of Series F Preferred (i) may be
            convertible at the option of the holders of the Series Stock F
            Preferred into one fully paid and nonassessable share of Common
            Stock, as adjusted for stock splits, stock dividends, combinations,
            recapitalizations and similar events, at any time after the ten (10)
            day average closing price of the Common Stock exceeds $3.33 per
            share and (ii) shall be automatically converted, without any action
            by the holders of the Series F Preferred, into one fully paid and
            nonassessable share of Common Stock, as adjusted for stock splits,
            stock dividends, combinations, recapitalizations and similar events,
            on the first day business day occurring two years from the date of
            the filing of this Certificate of Designation.

            (b) NASDAQ CONVERSION LIMITATION. Unless the Company obtains the
            requisite approval of its stockholders to comply with the applicable
            rules of the Nasdaq SmallCap Market, Nasdaq OTC Bulletin Board or
            the Nasdaq National Market, no holder of any shares of Series F
            Preferred may exercise its conversion rights to the extent that such
            conversion would, together with (i) an aggregate of 300,000 shares
            of Common Stock issued by the Corporation to such holder on the date
            hereof, (ii) 300,000 shares of Common Stock subject to outstanding
            warrants to purchase Common Stock, (iii) shares of Common Stock
            issued upon conversion of the Series G Preferred and (iv) the shares
            of Common Stock issued to any other holder of this Series F
            Preferred, cause such holder, or the holders of the Series F
            Preferred, as a class, to obtain more than 19.9% of all issued and
            outstanding shares of Common Stock including shares issuable in
            respect of outstanding scrip or any certificates representing
            fractional interests in such shares of Common Stock. Subject to the
            provisions in the next sentence, nothing in this subsection 3(b)
            shall prohibit a holder of Series F Preferred from converting such
            stock if and to the extent that the shares issued upon such
            conversion, together with the shares of Common Stock referred to in
            subclauses (i), (ii), and (iii) above and any and all shares of
            Common Stock issued upon prior conversions by such holder of the
            Series F Preferred, would equal 19.9% or less of all issued and
            outstanding shares of Common Stock including shares issuable in
            respect of outstanding script or any certificates representing
            fractional interests in such shares of Common Stock. Under no
            circumstances shall the issuance of the shares of Common Stock upon


                                       3
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            the conversion of this Series F Preferred, together with the shares
            of Common Stock referred to in sub-clauses (i), (ii), (iii) and (iv)
            above and any and all shares of Common Stock issued upon prior
            conversions of this Series F Preferred, in the aggregate, be greater
            than 19.9%, on a pre-transaction basis, prior to the requisite
            approval of the Company's stockholders. With respect to any holder
            of Series F Preferred, all references in this subsection 3(b) to
            19.9% of all issued and outstanding shares of Common Stock of the
            Corporation shall mean 19.9% of such issued and outstanding Common
            Stock as of the date of issuance by the Corporation of the Series F
            Preferred to such holder.

            (c) SHAREHOLDER VOTE REGARDING CONVERSION LIMITATION. If a holder of
            the Series F Preferred is unable to exercise its conversion rights
            due to the limitations set forth in subsection 3(b) above, the Board
            of Directors shall use commercially reasonable efforts to present
            and recommend to the stockholders of the Company at the next annual
            meeting of stockholders (to be held in accordance with the corporate
            laws of Delaware, the Certificate of Incorporation and the Bylaws of
            the Company) a proposal to approve such holder acquiring in excess
            of 19.9% of the issued and outstanding shares of Common Stock upon
            conversion of the Series F Preferred. The Corporation hereby
            undertakes to present such proposal at the annual meeting of
            stockholders to take place in 2002 or, if earlier, at the next
            meeting of stockholders (or in the next action taken by consent of
            stockholders without a meeting) other than the annual meeting of
            stockholders to take place in 2001. If such approval is not obtained
            at the next such meeting of the stockholders of the Corporation (or
            in the next action taken by consent of stockholders without a
            meeting), the Corporation shall thereafter continue to use
            commercially reasonable efforts to effect such approval. In no event
            may the Corporation issue more than 19.9% of the issued and
            outstanding shares of Common Stock as determined in subsection 3(b)
            above without obtaining such requisite vote of stockholders as set
            forth herein.

            (d) MECHANICS OF CONVERSION. No fractional shares of Common Stock
            shall be issued upon conversion of the Series F Preferred. In lieu
            of any fractional share to which a holder would otherwise be
            entitled, the Corporation shall pay cash equal to such fraction
            multiplied by the fair market value of the Common Stock as
            determined by the Board of Directors. Before any holder of the
            Series F Preferred shall be entitled to convert the same into full
            shares of Common Stock, he shall surrender the certificate or
            certificates therefor, duly endorsed, at the office of the
            Corporation or of any transfer agent for the Series F Preferred, as
            designated by the Corporation, and shall give written notice to the
            Corporation at such office that he elects to convert the same. The
            Corporation shall, as soon as practicable


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            thereafter, issue and deliver at such office to such holder of
            Series F Preferred, a certificate or certificates for the number of
            shares of Common Stock to which such holder shall be entitled as
            aforesaid and a check payable to the holder in the amount of any
            cash amounts payable as the result of a conversion into a fractional
            share of Common Stock and, if the Corporation shall exercise the
            option referred to in the last sentence of Section I(B)(1)(b), any
            amount owed to such holder as the result of such exercise. 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 F Preferred 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 on such date.

            (e)   NO IMPAIRMENT.

                        (i) The Corporation will not, by amendment of its
                  Certificate of Incorporation or through any reorganization,
                  transfer of assets, 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 3 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 F Preferred
                  against impairment.

                        (ii) The Corporation shall at all times reserve and keep
                  available for issuance upon the conversion of the Series F
                  Preferred a number of its authorized but unissued shares of
                  Common Stock that will from time to time be sufficient to
                  permit the conversion of all outstanding shares of Series F
                  Preferred, and shall take all commercially reasonable action
                  required to increase the authorized number of shares of Common
                  Stock if at any time there shall be insufficient authorized
                  but unissued shares of Common Stock to permit such reservation
                  or to permit the conversion of all outstanding shares of
                  Series F Preferred.

            (f) CERTIFICATE AS TO ADJUSTMENTS. Upon the occurrence of each
            adjustment or readjustment of the Series F Conversion Price pursuant
            to this section 3, the Corporation, at its expense, shall promptly
            compute such adjustment or readjustment in accordance with the terms
            hereof and furnish to each holder of


                                       5
<Page>

            Series F Preferred a certificate setting forth such adjustment or
            readjustment and showing in detail the facts upon which such
            adjustment or readjustment is based.

            (g) NOTICES OF RECORD DATE. In the event that this Corporation shall
            propose at any time:

                        (i) to declare any dividend or distribution upon its
                  Common Stock, whether in cash, property, stock or other
                  securities, whether or not a regular cash dividend and whether
                  or not out of earnings or earned surplus; or

                        (ii) to effect any reclassification or recapitalization
                  or other reorganization of its capital stock;

            then, in connection with each such event, this Corporation shall
            send to the holders of the Series F Preferred shares at least 10
            days' prior written notice of the date on which a record shall be
            taken for any such event setting forth a description thereof. Such
            written notice shall be given by first class mail, postage prepaid,
            addressed to the holders of Series F Preferred at the address for
            each such holder as shown on the books of this Corporation.

      (4) VOTING. Except as otherwise required by law, the holders of Series F
      Preferred shall not be entitled to vote upon any matter submitted to the
      stockholders for a vote except as to matters affecting holders of Series F
      Preferred as a class. In addition to any other rights provided by law, so
      long as any Series F Preferred shall be outstanding, this Corporation
      shall not, without first obtaining the affirmative vote or written consent
      of the holders of more than 50 percent of such outstanding shares of
      Series F Preferred, amend or repeal any provision of, or add any provision
      to, this Certificate of Designation or Bylaws if such action would alter
      or change the preferences, rights, privileges or powers of, or the
      restrictions provided for the benefit of, the Series F Preferred;

      (5) OPTIONAL REDEMPTION. At any time after giving the holders of the
      Series F Preferred ten (10) days prior written notice, (the "Redemption
      Notice Date"), the Corporation will, within sixty (60) days of the
      Redemption Notice Date (the "Redemption Date"), redeem all or any portion
      of the shares of Series F Preferred, by paying in cash, out of funds
      legally available therefor, at Original Series F Preferred Stock Issue
      Price after any adjustments for stock splits, stock dividends,
      combinations, recapitalizations and similar events. Any holder of shares
      of Series F Preferred may elect to convert such shares to Common Stock by
      giving written notice to the Corporation


                                       6
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      within thirty (30) days after the Redemption Notice Date and complying
      with the provisions of Section 3 hereof.

      (6) RESIDUAL RIGHTS. All rights accruing to the outstanding shares of this
      Corporation not expressly provided for to the contrary herein shall be
      vested in the Common Stock.


                                       7
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II    SERIES G CONVERTIBLE PREFERRED STOCK

(A)   DESIGNATION AND AMOUNT. The shares of such series shall be designated as
      "Series G Convertible Preferred Stock," par value $0.01 per share (the
      "Series G Preferred"), and the number of shares constituting such series
      shall be 100,000.

(B)   RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF THE SERIES G
      PREFERRED. The rights, preferences, privileges and restrictions granted to
      and imposed on the Series G Preferred are as follows:

      (1)   DIVIDEND PROVISIONS.

                  The holders of shares of the Series G Preferred shall not be
            entitled to receive dividends.

      (2)   LIQUIDATION PREFERENCE.

            (a) In the event of any liquidation, dissolution or winding up of
            the Corporation, either voluntary or involuntary, the holders of the
            Series G Preferred shall be entitled to receive, in cash, after any
            distributions are made to the holders of Senior Securities but prior
            and in preference to any distribution of any of the assets or
            surplus funds of the Corporation to the holders of the Common Stock
            or any other Junior Securities by reason of their ownership thereof,
            the amount of $1.00 per share (the "Original Series G Preferred
            Stock Issue Price") (as adjusted for stock splits, stock dividends,
            combinations, recapitalizations and similar events) in cash or cash
            equivalents for each share of Series G Preferred then held by them,
            and, in addition, an amount equal to all accrued but unpaid
            dividends on such shares of Series G Preferred in cash or cash
            equivalents. If upon occurrence of such event the assets and funds
            thus distributed ratably among the holders of the Series G Preferred
            shall be insufficient to permit the payment to such holders (and the
            holders of any series of preferred stock that ranks on a parity with
            the Series G Preferred on any liquidation, dissolution or winding up
            of the Corporation), including, without limitation the holders of
            the Series F Preferred, of the full preferential amount, then the
            entire assets and funds of the Corporation legally available for
            distribution shall be distributed among the holders of the Series G
            Preferred (and such parity stock) in proportion to the amount that
            the holders of the Series G Preferred and the holders of such parity
            stock would be entitled to receive if they were to be paid the full
            amounts due to them at the time of such liquidation, dissolution or
            winding up. After payment has been made to


                                       8
<Page>

            the holders of the Series G Preferred and such parity stock of the
            full amounts to which they shall be entitled as aforesaid, all
            remaining assets of the Corporation shall be distributed among all
            holders of the preferred stock of the Corporation that rank junior
            to the Series G Preferred on any liquidation, dissolution or winding
            up of the Corporation and all holders of Common Stock and other
            Junior Securities in proportion to the number of shares of Common
            Stock which would be held by each such holder if all shares of such
            series of preferred stock were converted into Common Stock.

      (3) CONVERSION. The holders of the Series G Preferred shall each have
      conversion rights as follows (the "Conversion Rights"):

            (a) RIGHT TO CONVERT. The Series G Preferred may be converted into
            Common Stock of the Company at any time after 270 calendar days from
            the filing date of this Certificate of Designation. After the
            expiration of such time period, each share of Series G Preferred may
            be convertible into a number of fully paid and nonassessable shares
            of Common Stock, as adjusted for stock splits, stock dividends,
            combinations, recapitalizations and similar events, as determined by
            dividing the number of shares of Series G Preferred to be converted
            by the greater of (i) the ten (10) trading day average closing price
            (the "Average Closing Price") as reported on the NASDAQ Small Cap.
            Market, or if the Common Stock is not trading on such market, on
            such other market as the Common Stock most actively trades;
            provided, that Average Closing Price shall not exceed $3.33 per
            share or (ii) $0.56 per share. For the purpose of determining the
            Average Closing Price, the last day of the ten (10) trading day
            period shall end on date of the notice of conversion is received by
            the Company. The conversion price so determined shall be the "Series
            G Conversion Price." The provisions of this section 3(a) are subject
            to the limitations set forth in subsection 3(b) below,

            (b) NASDAQ CONVERSION LIMITATION. Unless the Company obtains the
            requisite approval of its stockholders to comply with the applicable
            rules of the Nasdaq SmallCap Market, Nasdaq OTC Bulletin Board or
            the Nasdaq National Market, no holder of any shares of Series G
            Preferred may exercise its conversion rights to the extent that such
            conversion would, together with (i) an aggregate of 300,000 shares
            of Common Stock issued by the Corporation to such holder on the date
            hereof, (ii) 300,000 shares of Common Stock subject to outstanding
            warrants to purchase Common Stock, (iii) shares of Common Stock
            issued upon conversion of the Series G Preferred and (iv) the shares
            of Common Stock issued to any other holder of this Series F
            Preferred, cause such holder, or the holders of the Series G
            Preferred, as a class, to obtain more than 19.9% of all issued and
            outstanding


                                       9
<Page>

            shares of Common Stock including shares issuable in respect of
            outstanding scrip or any certificates representing fractional
            interests in such shares of Common Stock. Subject to the provisions
            in the next sentence, nothing in this subsection 3(b) shall prohibit
            a holder of Series G Preferred from converting such stock if and to
            the extent that the shares issued upon such conversion, together
            with the shares of Common Stock referred to in subclauses (i), (ii)
            and (iii) above and any and all shares of Common Stock issued upon
            prior conversions by such holder of the Series G Preferred, would
            equal 19.9% or less of all issued and outstanding shares of Common
            Stock including shares issuable in respect of outstanding script or
            any certificates representing fractional interests in such shares of
            Common Stock. Under no circumstances shall the issuance of the
            shares of Common Stock upon the conversion of this Series G
            Preferred, together with the shares of Common Stock referred to in
            sub-clauses (i), (ii) and (iii) above and any and all shares of
            Common Stock issued upon prior conversions of this Series G
            Preferred, in the aggregate, be greater than 19.9%, on a
            pre-transaction basis, prior to the requisite approval of the
            Company's stockholders. With respect to any holder of Series G
            Preferred, all references in this subsection 3(b) to 19.9% of all
            issued and outstanding shares of Common Stock of the Corporation
            shall mean 19.9% of such issued and outstanding Common Stock as of
            the date of issuance by the Corporation of the Series G Preferred to
            such holder.

            (c) SHAREHOLDER VOTE REGARDING CONVERSION LIMITATION. If a holder of
            the Series G Preferred is unable to exercise its conversion rights
            due to the limitations set forth in subsection 3(b) above, the Board
            of Directors shall use commercially reasonable efforts to present
            and recommend to the stockholders of the Company at the next annual
            meeting of stockholders (to be held in accordance with the corporate
            laws of Delaware, the Certificate of Incorporation and the Bylaws of
            the Company) a proposal to approve such holder acquiring in excess
            of 19.9% of the issued and outstanding shares of Common Stock upon
            conversion of the Series G Preferred. The Corporation hereby
            undertakes to present such proposal at the annual meeting of
            stockholders to take place in 2002 or, if earlier, at the next
            meeting of stockholders (or in the next action taken by consent of
            stockholders without a meeting) other than the annual meeting of
            stockholders to take place in 2001. If such approval is not obtained
            at the next such meeting of the stockholders of the Corporation (or
            in the next action taken by consent of stockholders without a
            meeting), the Corporation shall thereafter continue to use
            commercially reasonable efforts to effect such approval. In no event
            may the Corporation issue more than 19.9% of the issued and
            outstanding shares of Common Stock as determined in subsection 3(b)
            above without obtaining such requisite vote of stockholders as set
            forth herein.


                                       10
<Page>

            (d) MECHANICS OF CONVERSION. No fractional shares of Common Stock
            shall be issued upon conversion of the Series G Preferred. In lieu
            of any fractional share to which a holder would otherwise be
            entitled, the Corporation shall pay cash equal to such fraction
            multiplied by the fair market value of the Common Stock as
            determined by the Board of Directors. Before any holder of the
            Series G Preferred shall be entitled to convert the same into full
            shares of Common Stock, he shall surrender the certificate or
            certificates therefor, duly endorsed, at the office of the
            Corporation or of any transfer agent for the Series G Preferred, as
            designated by the Corporation, and shall give written notice to the
            Corporation at such office that he elects to convert the same. The
            Corporation shall, as soon as practicable thereafter, issue and
            deliver at such office to such holder of Series G Preferred, a
            certificate or certificates for the number of shares of Common Stock
            to which such holder shall be entitled as aforesaid and a check
            payable to the holder in the amount of any cash amounts payable as
            the result of a conversion into a fractional share of Common Stock
            and, if the Corporation shall exercise the option referred to in the
            last sentence of Section I(B)(1)(b), any amount owed to such holder
            as the result of such exercise. 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 G Preferred 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 on such date.

            (e)   NO IMPAIRMENT.

                        (i) The Corporation will not, by amendment of its
                  Certificate of Incorporation or through any reorganization,
                  transfer of assets, 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 3 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 G Preferred
                  against impairment.

                        (ii) The Corporation shall at all times reserve and keep
                  available for issuance upon the conversion of the Series G
                  Preferred a number of its authorized but unissued shares of
                  Common Stock that will from time to time be sufficient to
                  permit the conversion of all outstanding


                                       11
<Page>

                  shares of Series G Preferred, and shall take all commercially
                  reasonable action required to increase the authorized number
                  of shares of Common Stock if at any time there shall be
                  insufficient authorized but unissued shares of Common Stock to
                  permit such reservation or to permit the conversion of all
                  outstanding shares of Series G Preferred.

            (f) CERTIFICATE AS TO ADJUSTMENTS. Upon the occurrence of each
            adjustment or readjustment of the Series G Conversion Price pursuant
            to this section 3, the Corporation, at its expense, shall promptly
            compute such adjustment or readjustment in accordance with the terms
            hereof and furnish to each holder of Series G Preferred a
            certificate setting forth such adjustment or readjustment and
            showing in detail the facts upon which such adjustment or
            readjustment is based.

            (g) NOTICES OF RECORD DATE. In the event that this Corporation shall
            propose at any time:

                        (i) to declare any dividend or distribution upon its
                  Common Stock, whether in cash, property, stock or other
                  securities, whether or not a regular cash dividend and whether
                  or not out of earnings or earned surplus; or

                        (ii) to effect any reclassification or recapitalization
                  or other reorganization of its capital stock;

            then, in connection with each such event, this Corporation shall
            send to the holders of the Series G Preferred shares at least 10
            days' prior written notice of the date on which a record shall be
            taken for any such event setting forth a description thereof. Such
            written notice shall be given by first class mail, postage prepaid,
            addressed to the holders of Series G Preferred at the address for
            each such holder as shown on the books of this Corporation.

      (4) VOTING. Except as otherwise required by law, the holders of Series G
      Preferred shall not be entitled to vote upon any matter submitted to the
      stockholders for a vote except as to matters affecting holders of Series G
      Preferred as a class. In addition to any other rights provided by law, so
      long as any Series G Preferred shall be outstanding, this Corporation
      shall not, without first obtaining the affirmative vote or written consent
      of the holders of more than 50 percent of such outstanding shares of
      Series G Preferred, amend or repeal any provision of, or add any provision
      to, this Certificate of Designation


                                       12
<Page>

      or Bylaws if such action would alter or change the preferences, rights,
      privileges or powers of, or the restrictions provided for the benefit of,
      the Series G Preferred;

      (5) OPTIONAL REDEMPTION. At any time after giving the holders of the
      Series G Preferred ten (10) days prior written notice, (the "Redemption
      Notice Date"), the Corporation will, within sixty (60) days of the
      Redemption Notice Date (the "Redemption Date"), redeem all or any portion
      of the shares of Series G Preferred, by paying in cash, out of funds
      legally available therefor, at Original Series G Preferred Stock Issue
      Price after any adjustments for stock splits, stock dividends,
      combinations, recapitalizations and similar events. Any holder of shares
      of Series G Preferred may elect to convert such shares to Common Stock by
      giving written notice to the Corporation within thirty (30) days after the
      Redemption Notice Date and complying with the provisions of Section 3
      hereof.

      (6) RESIDUAL RIGHTS. All rights accruing to the outstanding shares of this
      Corporation not expressly provided for to the contrary herein, shall be
      vested in the Common Stock.


                                       13
<Page>

      IN WITNESS WHEREOF, 5B Technologies Corporation has caused its corporate
seal to be hereunto affixed and this certificate to be signed by Glenn Nortman,
its Chief Executive Officer, this 14th day of September, 2001.

                                    5B TECHNOLOGIES CORPORATION


                                    By: /s/ Glenn Nortman
                                        -------------------------------
                                        Glenn Nortman, Chief Executive
                                        Officer


                                       14

