SWWT INC, PRER14C, 2000-06-30

SWWT INC
PRER14C, 2000-06-30
REFRIGERATION & SERVICE INDUSTRY MACHINERY

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SCHEDULE 14C
(RULE 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT

SCHEDULE 14C INFORMATION

INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF
THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box:
/X / Preliminary Information Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
/ / Definitive Information Statement

SWWT, INC.
------------------------------------------------------
(Name of Registrant as Specified in Charter)

Payment of Filing Fee (Check the appropriate box):

/X / No fee required.
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and
0-11.

(1) Title of each class of securities to which transaction applies:
Common Stock, par value $0.001 per share
Series B Convertible Preferred Stock, par value $0.001 per share

(2) Aggregate number of securities to which transaction applies:
3,122,254 shares of Common Stock

757,772 shares of Series B Convertible Preferred Stock

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

NOTICE TO STOCKHOLDERS

We are sending this Information Statement to you and all other
holders of capital stock of SWWT, Inc. ("SWWT" or the "Company"), in
connection with the action by written consent of the stockholders of SWWT
relating to:

(i) the amendment of SWWT's Certificate of Incorporation to
increase the number of authorized shares of common stock,
par value $0.001 per share, of SWWT (the "Common Stock")
from 8,000,000 shares to 750,000,000 shares and the number
of authorized shares of preferred stock from 7,000,000 to
50,000,000,

(ii) the amendment of SWWT's Certificate of Incorporation to have
SWWT be governed by Section 203 of the Delaware General
Corporation Law ("GCL"),

(iii) the amendment of SWWT's Certificate of Incorporation to
provide for the indemnification of SWWT's directors and
officers to the fullest extent permitted by the GCL,

(iv) the amendment of SWWT's Certificate of Incorporation to
create a classified board of directors,

(v) the amendment of SWWT's Certificate of Incorporation to
provide that stockholders may only adopt, amend, alter or
repeal SWWT's By-Laws by the affirmative vote of the holders
of at least 80% of the shares entitled to vote at an
election of directors,

(vi) the amendment of SWWT's Certificate of Incorporation to
provide that stockholders may only amend, alter, change or
repeal certain provisions of SWWT's Certificate of
Incorporation by the affirmative vote of the holders of at
least 80% of the shares entitled to vote at an election of
directors,

(viii) the amendment of SWWT's By-Laws to provide for the election
of a classified board of directors,

(ix) the amendment of SWWT's By-Laws to require a stockholder
generally to notify the Company at least sixty days prior to
an annual meeting of stockholders if such stockholder wishes
to properly bring business before the annual meeting of
stockholders,

(x) the amendment of SWWT's By-Laws to require a stockholder
generally to notify the Company at least sixty days prior to
an annual meeting of stockholders or any special meeting of
stockholders called for the purpose of electing directors if
such stockholder wishes to nominate a person for election to
the Board of Directors,

(iii) the adoption of SWWT's 2000 Stock Incentive Plan, and

(iv) the ratification of the change of SWWT's auditors from
Arthur Andersen LLP ("Andersen") to Ernst & Young LLP
("E&Y").

Detailed information concerning these corporate actions is included
in the accompanying Information Statement.

The accompanying Information Statement is furnished pursuant to
Section 14(c) of the Securities Exchange Act of 1934.

SWWT HAS BEEN INFORMED BY THE STAFF OF THE SECURITIES AND EXCHANGE
COMMISSION THAT IT IS THE COMMISSION'S POSITION THAT PERSONS OR ENTITIES
THAT WERE "AFFILIATES" (AS DEFINED IN RULE 144(A)(1) UNDER THE SECURITIES
ACT OF 1933, AS AMENDED) OF SWWT IMMEDIATELY PRIOR TO THE CONSUMMATION OF
THE MERGER (AS DEFINED HEREIN) ARE NOT ELIGIBLE TO RESELL SHARES OF COMMON
STOCK HELD BY THEM PURSUANT TO THE TERMS OF RULE 144 UNDER THE SECURITIES
ACT. SUCH SHARES MAY ONLY BE RESOLD BY SUCH PERSONS OR ENTITIES PURSUANT TO
A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.

By Order of the Board of Directors

/s/ Jonathan V. Diamond
------------------------------------
Name: Jonathan V. Diamond
Title: Chairman of the Board and
Chief Executive Officer

June __, 2000

INFORMATION STATEMENT
---------------

SWWT, INC.
c/o OSCAR CAPITAL MANAGEMENT
900 THIRD AVENUE, 2ND FLOOR
NEW YORK, NEW YORK 10022

June __, 2000

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

WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY

NOTICE OF ACTION OF MAJORITY STOCKHOLDERS

This Information Statement is being mailed on or about June _____,
2000 to all stockholders of record of SWWT on May 9, 2000 in connection
with the following corporate actions (collectively, the "Stockholder
Actions"):

1. Amendment of SWWT's Certificate of Incorporation to increase the
number of authorized shares of Common Stock from 8,000,000 shares
to 750,000,000 shares and the number of authorized shares of
preferred stock from 7,000,000 to 50,000,000 (the "Authorized
Capital Amendment");

2. Amendment of SWWT's Certificate of Incorporation to have SWWT be
governed by Section 203 of the GCL;

3. Amendment of SWWT's Certificate of Incorporation to provide for the
indemnification of SWWT's directors and officers to the fullest
extent permitted by the GCL;

4. Amendment of SWWT's Certificate of Incorporation to create a
classified board of directors;

5. Amendment of SWWT's Certificate of Incorporation to provide that
stockholders may only adopt, amend, alter or repeal SWWT's By-Laws
by the affirmative vote of the holders of at least 80% of the
shares entitled to vote at an election of directors;

6. Amendment of SWWT's Certificate of Incorporation to provide that
stockholders may only amend, alter, change or repeal certain
provisions of SWWT's Certificate of Incorporation by the
affirmative vote of the holders of at least 80% of the shares
entitled to vote at an election of directors;

7. Amendment of SWWT's By-Laws to provide for the election of a
classified board of directors;

8. Amendment of SWWT's By-Laws to require a stockholder generally to
notify the Company at least sixty days prior to an annual meeting
of stockholders if such stockholder wishes to properly bring
business before the annual meeting of stockholders;

9. Amendment of SWWT's By-Laws to require a stockholder generally to
notify the Company at least sixty days prior to an annual meeting
of stockholders or any special meeting of stockholders called for
the purpose of electing directors if such stockholder wishes to
nominate a person for election to the board of directors;

10. Adoption of SWWT's 2000 Stock Incentive Plan (the "2000 Plan"),
which provides for the granting of equity awards in respect of up
to an aggregate of 16,800,000 shares of common stock, par value
$0.001 per share, of SWWT (the "Common Stock"); and

11. Ratification of resolutions of the Board of Directors of SWWT (the
"Board") changing SWWT's auditors from Andersen to E&Y.

The actions described in items 1 through 6 above (the "Charter
Amendments") are included in, and represent the material effects of the
adoption of, the Amended and Restated Certificate of Incorporation, the
form and terms of which were approved by the stockholders of Company and
which is attached as Exhibit A hereto. The actions described in items 7
through 9 (the "By-Law Amendments") above are in included in, and represent
the material effects of the adoption of, the Amended and Restated By-Laws,
the form and terms of which were approved by the stockholders of the
Company and which are attached as Exhibit B hereto.

The Board unanimously approved each of the above actions on May 9,
2000 as it believes that such actions are in the best interests of SWWT and
its stockholders. By written consent, the holders of a majority of the
outstanding shares of Common Stock (the "Majority Common Holders") approved
the Authorized Capital Amendment and the holders of a majority of all
outstanding voting securities of SWWT (the "Majority Stockholders")
approved all of the Stockholder Actions. This Information Statement is
furnished only to inform stockholders of SWWT of the above actions taken by
the Majority Common Holders and the Majority Stockholders before they take
effect in accordance with the Securities Exchange Act of 1934.

WE ARE NOT ASKING YOU FOR A PROXY AND WE REQUEST THAT YOU DO NOT
SEND US A PROXY.

CHANGE IN CONTROL

On April 24, 2000, SWWT's wholly owned subsidiary, ENWC
Acquisition, Inc., a Delaware corporation ("ENWC"), merged (the "Merger")
with E-Newco, Inc., a Delaware corporation ("E-Newco"), pursuant to a
merger agreement, dated as of April 14, 2000, among SWWT, ENWC and E-Newco
(the "Merger Agreement"), whereby stockholders of E-Newco obtained voting
control of SWWT. Under the terms of the Merger Agreement, E-Newco merged
into ENWC and became a wholly-owned subsidiary of SWWT (the "Merger"). SWWT
issued 757,772 shares of its series B convertible preferred stock, par
value $0.001 per share (the "Series B Preferred Stock"), to the
stockholders of E-Newco in exchange for their shares of E-Newco common
stock, par value $0.01 per share (the "E-Newco Common Stock"). Under the
terms of the certificate of designations of the Series B Preferred Stock,
the Series B Preferred Stock will automatically convert into an aggregate
of 75,777,162 shares of Common Stock following the approval by the
stockholders of SWWT of the requisite increase to the amount of authorized
Common Stock (which will be effected upon filing of the Amended and
Restated Certificate of Incorporation with the Secretary of State of
Delaware) and the receipt by SWWT of additional equity financing of at
least $15.0 million. The holders of the Series B Preferred Stock issued in
connection with the Merger vote with the holders of the Common Stock on an
as-converted basis and possess approximately 95.5% of the voting power
outstanding after the Merger. After the Merger, but without giving effect
to the receipt of the additional equity financing, SWWT has outstanding
approximately 79,347,851 shares of Common Stock, on an as-converted and
fully- diluted basis.

If SWWT does not receive additional equity financing of at least
$15.0 million in one or more related rounds of financing by October 21,
2000, the holders of the Common Stock may elect to cause SWWT to redeem the
outstanding shares of Series B Preferred Stock at a redemption price equal
to a pro-rata portion of SWWT's cash balance, if any, at the date of
redemption.

SWWT paid a one-time cash dividend to its pre-Merger stockholders
of record in an amount equal to $740,632.89. The dividend payment consisted
of the cash on SWWT's balance sheet immediately prior to the consummation
of the Merger less expenses related to the Merger and the settlement of
certain claims.

In connection with the transactions contemplated by the Merger
Agreement, Messrs. Clarke Bailey, Thomas Barnds and Thomas Barron resigned
from the Board of Directors of SWWT, and Messrs. Jon Diamond, Walter
Carozza and Anthony Scaramucci became members of the Board. In addition,
Mr. Diamond became the President and Chief Executive Officer of SWWT.
Subsequent to the Merger, Messrs. Blair Effron and Randall Hack resigned
from the Board of Directors of SWWT.

ACTIONS TO BE EFFECTED

I. AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO INCREASE
AUTHORIZED CAPITAL STOCK

The Board, the Majority Common Holders and the Majority
Stockholders have authorized an amendment to SWWT's Certificate of
Incorporation to increase the number of authorized shares of Common Stock
from 8,000,000 shares to 750,000,000 shares and the number of authorized
shares of preferred stock from 7,000,000 to 50,000,000. As a result of this
amendment, the first paragraph of the Fourth Article of the Amended and
Restated Certificate of Incorporation will read as follows:

"FOURTH: The total number of shares of stock which the
Corporation is authorized to issue is 800,000,000 shares of
capital stock, consisting of (i) 750,000,000 shares of
common stock, par value $.001 per share (the "Common
Stock"), and (ii) 50,000,000 shares of preferred stock, par
value $.001 per share (the "Preferred Stock")."

As of May 9, 2000, there were 8,000,000 shares of Common Stock
authorized for issuance and 3,570,689 shares issued and outstanding on a
fully-diluted basis. SWWT is or will be obligated to issue or have reserved
a total of 93,025,597 shares of Common Stock for the following purposes:

1. 75,777,162 shares upon conversion of 757,772 shares of
Series B Preferred Stock;

2. 16,800,000 shares under the 2000 Plan; and

3. 448,435 shares upon exercise of options and warrants granted
prior to the Merger.

In addition SWWT will require additional shares out Common Stock
for issuances relating to future corporate needs.

Accordingly, without the amendment, SWWT would not have enough
authorized shares of Common Stock to satisfy its current and anticipated
future obligations to issue such shares as set forth above and no shares
would be available for future grant.

The increase in the number of authorized shares of Common Stock is
needed to (a) enable SWWT to meet its obligations as set forth above and
(b) give the Board the necessary flexibility to issue shares of Common
Stock and securities exercisable and convertible into Common Stock in
connection with acquisitions, financings and stock option plans and for
other general corporate purposes without the expense and delay incidental
to obtaining additional stockholder approvals at the time of each such
transaction (unless such approval is otherwise required for a particular
issuance by applicable law or by the rules of any stock exchange or
quotation system on which SWWT's securities may then be listed).

Future issuances of additional shares of Common Stock would have a
dilutive effect on the proportionate voting power, earnings per share and
book value per share of all stockholders. Additional shares could be issued
by the Board in a public or private sale of securities, a merger or another
similar transaction, increasing the number of outstanding shares and
thereby diluting the equity interest and voting power of current
stockholders.

In connection with the effectiveness of this amendment, the
previously designated series of preferred stock of the Company designated
as its Series A Preferred Stock has been cancelled. No shares of such
Series A Preferred Stock were outstanding on May 9, 2000. In addition, the
Amended and Restated Certificate of Incorporation, of which this amendment
forms a part, provides for the continued effectiveness of the designation
of the SWWT's Series B Preferred Stock, par value $.001 per share, the
terms of which were designated in a Certificate of Designations filed with
the Secretary of State of the State of Delaware on April 14, 2000. As of
May 9, 2000, an aggregate of 757,772 shares of such Series B Preferred
Stock was issued and outstanding.

II. AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO ELECT TO BE
GOVERNED BY SECTION 203

The Board and the Majority Stockholders have authorized an
amendment to SWWT's Certificate of Incorporation to have SWWT be governed
by Section 203 of the GCL. As a result of this amendment, the Eighth
Article of the Amended and Restated Certificate of Incorporation will read
as follows:

"EIGHTH: The Corporation expressly elects to be governed by
Section 203 of the GCL."

Generally, Section 203 prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date the person became
an interested stockholder, unless (i) prior to such date, either the
business combination in question or the transaction resulting in such
person becoming an interested stockholder is approved by the board of
directors of the relevant corporation, (ii) upon consummation of the
transaction which resulted in the stockholder becoming an interested
stockholder, the interested stockholder owns at least 85% of the
outstanding voting stock of the relevant corporation or (iii) on or after
such date the business combination is approved by the board of directors of
the relevant corporation and by the affirmative vote of at least 66 2/3% of
the outstanding voting stock that is not owned by the interested
stockholder. A "business combination" includes mergers, asset sales and
other transactions resulting in a financial benefit to the interested
stockholder. An "interested stockholder" is a person who, together with
affiliates and associates, beneficially owns 15% or more of the relevant
corporation's outstanding voting stock. The statute could prohibit or delay
mergers or other takeover or change in control attempts with respect to
SWWT and, accordingly, may discourage attempts to acquire SWWT.

III. AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO PROVIDE FOR
MAXIMUM INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Board and the Majority Stockholders have authorized an
amendment to SWWT's Certificate of Incorporation to provide for the
indemnification of SWWT's directors and officers to the fullest extent
permitted by the GCL. As a result of this amendment, Article Seventh of
SWWT's Amended and Restated Certificate of Incorporation will read as
follows:

"SEVENTH: The Corporation shall indemnify its directors and
officers to the fullest extent authorized or permitted by
law, as now or hereafter in effect, and such right to
indemnification shall continue as to a person who has ceased
to be a director or officer of the corporation and shall
inure to the benefit of his or her heirs, executors and
personal and legal representatives; provided, however, that,
except for proceedings to enforce rights to indemnification,
the Corporation shall not be obligated to indemnify any
director or officer (or his or her heirs, executors or
personal or legal representatives) in connection with a
proceeding (or part thereof) initiated by such person unless
such proceeding (or part thereof) was authorized or
consented to by the Board of Directors. The right to
indemnification conferred by this Article SEVENTH shall
include the right to be paid by the Corporation the expenses
incurred in defending or otherwise participating in any
proceeding in advance of its final disposition.

The Corporation may, to the extent authorized from time to
time by the Board of Directors, provide rights to
indemnification and to the advancement of expenses to
employees and agents of the Corporation similar to those
conferred in this Article SEVENTH to directors and officers
of the Corporation.

The rights to indemnification and to the advance of expenses
conferred in this Article SEVENTH shall not be exclusive of
any other right which any person may have or hereafter
acquire under this Amended and Restated Certificate of
Incorporation, the By-Laws of the Corporation, any statute,
agreement, vote of stockholders or disinterested directors
or otherwise.

Any repeal or modification of this Article SEVENTH shall not
adversely affect any rights to indemnification and to the
advancement of expenses of a director or officer of the
Corporation existing at the time of such repeal or
modification with respect to any acts or omissions occurring
prior to such repeal or modification."

SWWT's present directors are personally interested in, and will
personally benefit from, adoption of the indemnification amendment, and
such interest may conflict with the interest of stockholders. However, the
Board believes that, by reducing the potential risks of personal liability
to directors, the amendment will enhance SWWT's ability to continue to
attract and retain highly qualified by directors stems primarily from their
desire to act in the best interest of the Company and not from a fear of
damage awards. Therefore, the Board believes that the level of care and
diligence exercised by the directors will not be lessened by adoption of
the proposed amended Article Seventh.

If, after approval by the stockholders of the amended Article
Seventh, the GCL is amended to authorize corporate action further limiting
the personal liability of directors, then the liability of a director of
SWWT would be eliminated or limited to the fullest extent permitted by the
GCL, as so amended, without further amendment of Article Seventh.

IV. AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO CREATE A
CLASSIFIED BOARD

The Board and the Majority Stockholders have authorized an
amendment to SWWT's Certificate of Incorporation to eliminate the
requirement that all directors be elected to SWWT's Board annually for a
term of one year and in its stead, create a classified board of directors,
permitting the sequential election of nominees to each class of directors
every three years. As a result of this amendment, Article Fifth of SWWT's
Amended and Restated Certificate of Incorporation will read as follows:

"FIFTH: The following provisions are inserted for the
management of the business and the conduct of the affairs of
the Corporation, and for further definition, limitation and
regulation of the powers of the Corporation and of its
directors and stockholders:

(a) The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors.

(b) The Board of Directors shall consist of not less than
three or more than twenty-five members, the exact number of
which shall be fixed from time to time by resolution adopted
by the affirmative vote of a majority of the active Board of
Directors.

(c) The directors shall be divided into three classes,
designated Class I, Class II and Class III. Each class shall
consist, as nearly as may be possible, of one- third of the
total number of directors constituting the entire Board of
Directors; provided, however, that in the event that the
total number of directors is not divisible by three,
remaining directors after even division among the three
classes shall be apportioned among the classes beginning
with the class with the longest remaining term. The initial
division of the Board of Directors into classes shall be
made by the decision of the affirmative vote of a majority
of the entire Board of Directors. The term of the initial
Class I directors shall terminate on the date of the 2001
annual meeting; the term of the initial Class II directors
shall terminate on the date of the 2002 annual meeting; and
the term of the initial Class III directors shall terminate
on the date of the 2003 annual meeting. At each succeeding
annual meeting of stockholders beginning in 2001, successors
to the class of directors whose term expires at that annual
meeting shall be elected for a three-year term. If the
number of directors is changed, any increase or decrease
shall be apportioned among the classes so as to maintain the
number of directors in each class as nearly equal as
possible, and any additional director of any class elected
to fill a vacancy resulting from an increase in such class
shall hold office for a term that shall coincide with the
remaining term of that class, but in no case will a decrease
in the number of directors shorten the term of any incumbent
director.

(d) A director shall hold office until the annual meeting
for the year in which his or her term expires and until his
or her successor shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement,
disqualification or removal from office.

(e) Subject to the terms of any one or more classes or
series of Preferred Stock, any vacancy on the Board of
Directors that results from an increase in the number of
directors may be filled by a majority of the Board of
Directors then in office, provided that a quorum is present,
and any other vacancy occurring on the Board of Directors
may be filled by a majority of the Board of Directors then
in office, even if less than a quorum, or by a sole
remaining director. Any director of any class elected to
fill a vacancy resulting from an increase in the number of
directors of such class shall hold office for a term that
shall coincide with the remaining term of that class. Any
director elected to fill a vacancy not resulting from an
increase in the number of directors shall have the same
remaining term as that of his predecessor. Subject to the
rights, if any, of the holders of shares of Preferred Stock
then outstanding, any or all of the directors of the
Corporation may be removed from office at any time, but only
for cause and only by the affirmative vote of the holders of
at least a majority of the voting power of the Corporation's
then outstanding capital stock entitled to vote generally in
the election of directors. Notwithstanding the foregoing,
whenever the holders of any one or more classes or series of
Preferred Stock issued by the Corporation shall have the
right, voting separately by class or series, to elect
directors at an annual or special meeting of stockholders,
the election, term of office, filling of vacancies and other
features of such directorships shall be governed by the
terms of this Amended and Restated Certificate of
Incorporation applicable thereto, and such directors so
elected shall not be divided into classes pursuant to this
Article FIFTH unless expressly provided by such terms.

(f) In addition to the powers and authority hereinbefore or
by statute expressly conferred upon them, the directors are
hereby empowered to exercise all such powers and do all such
acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the provisions of the
GCL, this Amended and Restated Certificate of Incorporation,
and any By-Laws adopted by the stockholders; provided,
however, that no By-Laws hereafter adopted by the
stockholders shall invalidate any prior act of the directors
which would have been valid if such By-Laws had not been
adopted."

The GCL permits the board of directors to be divided into classes
serving staggered terms. Under the classified board amendment, the
Company's directors will be divided into three classes, with the terms of
the Class I directors expiring at the annual meeting of stockholders to be
held in 2001, the terms of the Class II directors expiring at the annual
meeting of stockholders to be held in 2002 and the terms of the Class III
directors expiring at the annual meeting of stockholders to be held in
2003. Commencing with the annual meeting of stockholders to be held in
2001, one class of directors will be elected for a three-year term at each
annual meeting of stockholders. If at any time the size of the board of
directors is changed, the increase or decrease in the number of directors
will be apportioned among the three classes to make all classes as nearly
equal as possible.

In addition to classifying the Board, this Article FIFTH states
that the Board shall consist of between three and twenty-five members, as
determined by the Board. Previously, the By- Laws of SWWT provided that the
Board consist of between four and seven directors, as determined by the
Board. As the Company presently has four directors, this change to the
maximum and minimum number of directors will not have a practical or
material effect on SWWT. Furthermore, consistent with the provisions of the
GCL, Article FIFTH provides that directors serving on the classified Board
may be removed from office at any time, but only for cause and only by the
affirmative vote of the holders of at least a majority of the voting power
of the Company's then outstanding capital stock entitled to vote generally
in the election of directors. Prior to the classification of the Board,
there was no requirement, under the GCL or otherwise, that such removal be
for cause. This requirement for cause for the removal of a director may
make it more difficult for the stockholders to change the composition of
the Board other than at the relevant annual meetings of the stockholders of
the Company.

The Amended and Restated Certificate of Incorporation does not
permit cumulative voting in the election of directors. Accordingly, the
holders of a majority of the voting power of the outstanding shares of
Common Stock could now elect all of the directors being elected at any
annual or special meeting of SWWT's stockholders. However, the
classification of the Board pursuant to the amendment will apply to every
election of directors, whether or not a change in control of SWWT has
occurred or the holders of a majority of the voting power of SWWT desire to
change the Board. Vacancies which occur during the year may be filled by a
majority of the directors then in office, and any director elected to fill
a vacancy shall serve for the remainder of the term of the class to which
such director is elected. The classification of directors will have the
effect of making it more difficult to change the composition of the Board.
At least two stockholder meetings, instead of one, will be required to
effect a change in the control of the Board. The Board believes that the
longer time required to elect a majority of a classified Board will help to
assure the continuity and stability of the SWWT's management and policies
in the future, since a majority of the directors at any given time will
have prior experience as directors of SWWT. It should also be noted that
the classification provision will apply to every election of directors,
whether or not a change in the Board would be beneficial to SWWT and its
stockholders and whether or not a majority of SWWT's stockholders believes
that such a change would be desirable.

V. AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO REQUIRE
SUPERMAJORITY VOTE FOR CHANGES TO BY-LAWS

The Board and the Majority Stockholders have authorized an
amendment to SWWT's Certificate of Incorporation to provide that
stockholders may only adopt, amend, alter or repeal SWWT's By-Laws by the
affirmative vote of the holders of at least 80% of the shares entitled to
vote at an election of directors. As a result of this amendment, Article
Tenth of the Amended and Restated Certificate of Incorporation will read as
follows:

"TENTH: In furtherance and not in limitation of the powers
conferred upon it by the laws of the State of Delaware, the
Board of Directors shall have the power to adopt, amend,
alter or repeal the Corporation's By-Laws. The affirmative
vote of at least a majority of the entire Board of Directors
shall be required to adopt, amend, alter or repeal the
Corporation's By-Laws. The Corporation's By-Laws also may be
adopted, amended, altered or repealed by the affirmative
vote of the holders of at least eighty percent (80%) of the
voting power of the shares entitled to vote at an election
of directors."

This Article Tenth may make it more difficult for the stockholders
of SWWT to change the Company's By-Laws. The Board believes that this
provision will help to assure the continuity and stability of the Company
and its governing documents.

VI. AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO REQUIRE
SUPERMAJORITY VOTE FOR CERTAIN CHANGES TO CERTIFICATE OF
INCORPORATION

The Board and the Majority Stockholders have authorized an
amendment to SWWT's Certificate of Incorporation to provide that
stockholders may only amend, alter, change or repeal certain provisions of
SWWT's Certificate of Incorporation by the affirmative vote of the holders
of at least 80% of the shares entitled to vote at an election of directors.
As a result of this amendment, Article Eleventh of the Amended and Restated
Certificate of Incorporation will read as follows:

"ELEVENTH: The Corporation reserves the right to amend,
alter, change or repeal any provision contained in this
Amended and Restated Certificate of Incorporation in the
manner now or hereafter prescribed in this Amended and
Restated Certificate of Incorporation, the Corporation's
By-Laws or the GCL, and all rights herein conferred upon
stockholders are granted subject to such reservation;
provided, however, that, notwithstanding any other provision
of this Amended and Restated Certificate of Incorporation
(and in addition to any other vote that may be required by
law), the affirmative vote of the holders of at least eighty
percent (80%) of the voting power of the shares entitled to
vote at an election of directors shall be required to amend,
alter, change or repeal, or to adopt any provision as part
of this Amended and Restated Certificate of Incorporation
inconsistent with the purpose and intent of Articles FIFTH,
EIGHTH and TENTH of this Amended and Restated Certificate of
Incorporation or this Article ELEVENTH.

Article Fifth of the Amended and Restated Certificate of
Incorporation provides, among other things, for a classified Board of
Directors, Article Eighth provides that SWWT specifically opts to be
governed by Section 203 of the GCL and Article Tenth provides that the
Board of Directors or 80% of the stockholders entitled to vote at the
election of directors may adopt, amend, alter or repeal SWWT's By-Laws.

This Article Eleventh may make it more difficult to alter certain
provisions of SWWT's Amended and Restated Certificate of Incorporation. The
Board believes that this provision will help to assure the continuity and
stability of the Company and its governing documents.

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

Certain of the Charter Amendments described in items I. through VI.
above could delay, defer or prevent a third party from acquiring the
Company, despite the possible benefit to stockholders. SWWT's present
directors and officers are personally interested in, and will personally
benefit from, adoption of the Charter Amendments. However, SWWT's Board
believes that the Charter Amendments will enhance SWWT's ability to
continue to attract and retain highly qualified directors and officers. The
Charter Amendments described in items I. through VI. above are reflected
in, and represent the material effects of the adoption of, the Amended and
Restated Certificate of Incorporation in substantially the form of Exhibit
A hereto, the form and terms of which were approved by the stockholders of
the Company. Under Rule 14c-2 promulgated under the Securities Exchange Act
of 1934, the Amended and Restated Certificate of Incorporation cannot take
effect until 20 days after this Information Statement is sent to SWWT's
stockholders. Accordingly, SWWT plans to effect the amendments discussed
herein as soon as possible after such 20-day period by filing the Amended
and Restated Certificate of Incorporation with the Secretary of State of
the State of Delaware in compliance with Delaware law.

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

VII. AMENDMENT OF THE BY-LAWS TO PROVIDE FOR A CLASSIFIED BOARD

The Board and the Majority Stockholders have authorized an
amendment to SWWT's By-Laws to eliminate the requirement that all directors
be elected to SWWT's board of directors annually for a term of one year and
in its stead, provide for the creation of a classified board of directors,
permitting th sequential election of nominees to each class of directors
every three years. In addition to providing for a classified Board, the
By-Laws state, in a manner consistent with the terms of the amended Article
FIFTH in the Amended and Restated Certificate of Incorporation, that the
Board shall consist of between three and twenty-five members, as determined
by the Board. Previously, the By-Laws of SWWT provided that the Board
consist of between four and seven directors, as determined by the Board. As
the Company presently has four directors, this change to the maximum and
minimum number of directors will not have a practical or material effect on
SWWT. Furthermore, consistent with the provisions of the GCL, the By-Laws
provide, in a manner consistent with the terms of the amended Article FIFTH
in the Amended and Restated Certificate of Incorporation, that directors
serving on the classified Board may be removed from office at any time, but
only for cause and only by the affirmative vote of the holders of at least
a majority of the voting power of the Company's then outstanding capital
stock entitled to vote generally in the election of directors. Prior to the
classification of the Board, there was no requirement, under the GCL or
otherwise, that such removal be for cause.

The effects of such amendment are identical to those discussed
above in Item IV. under the heading "Actions to be Effected-Amendment of
the Certificate of Incorporation to Create a Classified Board."

VIII. AMENDMENT OF THE BY-LAWS TO PROVIDE FOR ADVANCE NOTICE BY
STOCKHOLDERS OF BUSINESS FOR ANNUAL MEETING OF STOCKHOLDERS

The Board and the Majority Stockholders have authorized an
amendment to SWWT's By- Laws to require a stockholder generally to notify
the Company at least sixty days prior to an annual meeting of stockholders
if such stockholder wishes to properly bring business before the annual
meeting of stockholders. Only business brought before the annual meeting in
accordance with the advance notice procedure may properly be conducted at
the annual meeting.

IX. AMENDMENT OF THE BY-LAWS TO PROVIDE FOR ADVANCE NOTICE BY
STOCKHOLDERS OF BOARD NOMINEES

The Board and the Majority Stockholders have authorized an
amendment to SWWT's By- Laws to require a stockholder generally to notify
the Company at least sixty days prior to an annual meeting of stockholders
or any special meeting of stockholders called for the purpose of electing
directors if such stockholder wishes to nominate a person for election to
the Board of Directors. Only nominations made in accordance with the
advance notice procedure may properly be considered at the annual or
special meeting.

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

The By-Law Amendments described above could delay, defer or prevent
a third party from acquiring the Company, despite the possible benefit to
stockholders. The amendments to the By-Laws described in items VII. through
IX. above are reflected in, and represent the material effects of the
adoption of, the Amended and Restated By-Laws in substantially the form of
Exhibit B hereto, the form and terms of which were approved by the
stockholders of the Company. The Amended and Restated By-Laws will take
effect without any further action 20 days after this Information Statement
is sent to the SWWT stockholders.

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

X. ADOPTION OF 2000 STOCK INCENTIVE PLAN

The Board and the Majority Stockholders have authorized the
adoption of the SWWT 2000 Plan.

Nature and Purpose of Plan

The purpose of the 2000 Plan is to provide additional incentive to
those officers, employees, nonemployee directors and consultants of the
Company and its subsidiaries whose contributions are essential to the
growth and success of the Company's business, in order to strengthen the
commitment of such persons to the Company and its subsidiaries, motivate
such persons to faithfully and diligently perform their responsibilities
and attract and retain competent and dedicated persons whose efforts will
result in the long-term growth and profitability of the Company.

The 2000 Plan provides for the grant of (i) incentive stock options
("ISOs") and nonqualified stock options ("NSOs"); (ii) restricted stock and
restricted stock units; and (iii) other awards ("Other Awards" and,
collectively with ISOs and NSOs, "Awards"). The Plan is intended, to the
extent applicable, to satisfy the requirements of section 162(m) of the
Internal Revenue Code of 1986 (the "Code") and shall be interpreted in a
manner consistent with the requirements thereof.

Administration

The 2000 Plan is administered by the Board or, at the Board's sole
discretion, by a committee, which shall serve at the discretion of the
Board (the "Administrator"). Subject to the terms of the plan, the
Administrator has full authority to determine, among other things, the
persons to whom Awards under the plan will be made, the number of shares of
Common Stock subject to Awards, the specific terms and conditions
applicable to Awards and to otherwise supervise the administration of the
plan.

Duration and Modification

The 2000 Plan will terminate not later than the 10th anniversary of
the date of its adoption, but awards theretofore granted may extend beyond
such date. The Board may amend, alter or discontinue the 2000 Plan, but no
amendment, alteration, or discontinuation shall be made that would impair
the rights of a participant under any Award theretofore granted without
such participant's consent. Unless the Board determines otherwise, the
Board shall obtain approval of the Company's stockholders for any amendment
that would require such approval in order to satisfy the requirements of
section 162(m) of the Code, section 422 of the Code, stock exchange rules
or other applicable law. The Administrator may amend the terms of any Award
theretofore granted, prospectively or retroactively, but, subject to the
equitable adjustment provisions found in Section 4 of the 2000 Plan, no
such amendment shall impair the rights of any participant without his or
her consent.

Securities Subject to 2000 Plan; Market Price

16,800,000 shares of Common Stock have been reserved for issuance
upon exercise of Awards granted under the 2000 Plan. Such shares may
consist, in whole or in part, of authorized and unissued shares or treasury
shares.

The closing bid price of the Common Stock on the over-the-counter
market on June 16, 2000 was $5.50 per share.

Eligibility and Extent of Participation

The 2000 Plan provides for discretionary grants of Awards to
officers directors, employees, consultants or advisors of the Company or of
any parent or subsidiary of the Company, provided, however, that directors
of the Company or any parent or subsidiary who are not also employees of
the Company or of any parent or subsidiary, and consultants or advisors to
the Company or to any parent or subsidiary may not be granted ISO's. As of
May 9, 2000, one person was eligible to receive Awards under the 2000 Plan.
The maximum number of shares for which Awards may be granted to any one
participant in a calendar year is 8,300,000.

Stock Options

Any option granted under the Plan shall be evidenced by an Award
Agreement in such form as the Administrator may from time to time approve,
which Award Agreement shall set forth, among other things, the exercise
price of the option, the term of the option and the provisions regarding
exercisability of the option granted thereunder. The provisions of each
option need not be the same with respect to each participant. The options
granted under the Plan may be of two types: (i) ISO's or (ii) NSO's. To the
extent that any option does not qualify as an ISO, it shall constitute a
separate NSO.

Under the 2000 Plan, the per share exercise price of Common Stock
purchasable under an option shall be determined by the Administrator in its
sole discretion at the time of grant but shall not, in the case of an ISO,
be less than 100% of the fair market value per share on such date or 110%
of the fair market value per share on such date if, on such date, the
participant owns (or is deemed to own under the Code) stock possessing more
than ten percent (a "Ten Percent Owner") of the total combined voting power
of all classes of Common Stock.

The term of each option shall be fixed by the Administrator, but no
option shall be exercisable more than ten years after the date such option
is granted. If the participant is a Ten Percent Owner, an ISO may not be
exercisable after the expiration of five years from the date such ISO is
granted.

Options shall be exercisable at such time or times and subject to
such terms and conditions, including the attainment of preestablished
corporate performance goals, as shall be determined by the Administrator in
the Award Agreement or after the time of grant, provided that no action by
the Administrator concerning the exercise of such options following the
time of grant shall adversely affect any outstanding option without the
consent of the holder thereof. The Administrator may also provide that any
option shall be exercisable only in installments, and the Administrator may
waive such installment exercise provisions at any time, in whole or in
part, based on such factors as the Administrator may determine in its sole
discretion. The Administrator may also provide at the time of grant or any
time thereafter, in its sole discretion, that any option shall be
exercisable with respect to shares that otherwise would not then be
exercisable, provided that, in connection with such exercise, the optionee
enters into a form of Restricted Stock Award Agreement approved by the
Administrator.

Restricted Stock and Restricted Stock Units

The 2000 Plan authorizes the Administrator to grant Awards in the
form of restricted stock and restricted stock units. For purposes of the
2000 Plan, restricted stock is an Award of Common Stock and a restricted
stock unit is a contractual right to receive in cash or Common Stock the
fair market value of Common Stock. Such Awards are subject to such terms
and conditions, if any, as the Administrator deems appropriate. The
prospective recipient of an Award of restricted stock or restricted stock
units shall not have any rights with respect to any such Award, unless and
until such recipient has executed an Award Agreement evidencing the Award
and delivered a fully executed copy thereof to the Company, within such
period as the Administrator may specify after the award date. All rights of
a recipient of an Award of restricted stock or restricted stock units shall
be set by the Administrator in the Award Agreement, including without
limitation, the right of such recipient (i) to sell, transfer, pledge,
hypothecate or assign such shares of restricted stock or restricted stock
units and (ii) upon termination of employment or service as a director,
consultant or advisor to the Company or to any parent or subsidiary. Unless
otherwise determined by the Company, participants shall possess all
incidents of ownership with respect to shares of restricted stock during
the restricted period, including the right to receive or reinvest dividends
with respect to restricted stock and to vote such restricted stock. A
participant who is awarded restricted stock units shall posses no incidents
of ownership with respect to the units, provided that the Award Agreement
may provide for payments in lieu of dividends to such participant.

Other Awards

Other Awards valued in whole or in part by reference to, or
otherwise based on, Common Stock may be granted either alone or in addition
to Other Awards under the 2000 Plan. Subject to the provisions of the 2000
Plan, the Administrator shall have sole and complete authority to determine
the persons to whom and the time or times at which such Other Awards shall
be granted, the number of Shares to be granted pursuant to such Other
Awards and all other conditions of such Other Awards.

Change in Capitalization

Under the 2000 Plan, in the event of any increase, reduction or
exchange of Common Stock for a different number or kind of shares or other
securities or property (a "Change in Capitalization"), an equitable
substitution or proportionate adjustment shall be made in (i) the aggregate
number and/or kind of shares of Common Stock reserved for issuance under
the 2000 Plan, (ii) the kind, number and/or option price of shares of stock
or other property subject to outstanding options granted under the 2000
Plan, and (iii) the kind, number and/or purchase price of shares of stock
or other property subject to outstanding awards of restricted stock,
restricted stock units and Other Awards granted under the 2000 Plan, in
each case as may be determined by the Administrator, in its sole
discretion. Such other equitable substitutions or adjustments shall be made
as may be determined by the Administrator, in its sole discretion. Without
limiting the generality of the foregoing, in connection with a Change in
Capitalization, the Administrator may provide, in its sole discretion, for
the cancellation of any outstanding Awards in exchange for payment in cash
or other property of the fair market value of the shares covered by such
Awards reduced, in the case of options, by the exercised price thereof.

United States Income Tax Consequences

The following discussion is a brief summary of certain United
States federal income tax consequences under current federal income tax
laws relating to awards under the plan. This summary is not intended to be
exhaustive and, among other things, does not describe state, local or
foreign income and other tax consequences.

Nonqualified Stock Options. An optionee will not recognize any
taxable income upon the grant of an NSO. The Company will not be entitled
to a tax deduction with respect to the grant of NSOs.

Upon exercise of an NSO, the excess of the fair market value of the
Common Stock on the exercise date over the exercise price will be taxable
as compensation income to the optionee and will be subject to applicable
withholding taxes. The Company will generally be entitled to a tax
deduction at that time in the amount of such compensation income. The
optionee's tax basis for the Common Stock received pursuant to the exercise
of an NSO will equal the sum of the compensation income recognized and the
exercise price.

In the event of a sale or other disposition of Common Stock
received upon the exercise of an NSO, any appreciation or depreciation
after the exercise date generally will be taxed as capital gain or loss and
will be long-term capital gain or loss if the holding period for such
Common Stock (which begins upon such exercise) is more than one year.

Incentive Stock Options. An optionee will not recognize any taxable
income at the time of grant or timely exercise of an ISO and the Company
will not be entitled to a tax deduction with respect to such grant or
exercise. Exercise of an ISO may, however, give rise to taxable
compensation income subject to applicable withholding taxes, and a
corresponding tax deduction to the Company, if the ISO is not exercised on
a timely basis (generally, while the optionee is employed by the Company
(or certain subsidiaries) or within 90 days after termination of
employment) or if the optionee engages in a "disqualifying disposition" as
described below. The excess of the fair market value, on the date of the
exercise of an ISO, of the Common Stock acquired over the exercise price
constitutes an item of tax preference for purposes of the federal
alternative minimum tax.

A sale or exchange by an optionee of Common Stock acquired upon the
exercise of an ISO more than one year after the transfer of such Common
Stock to such optionee and more than two years after the date of grant of
the ISO generally will result in any difference between the net sale
proceeds and the exercise price being treated as long-term capital gain or
loss to the optionee. If such sale or exchange takes place within two years
after the date of grant of the ISO or within one year from the date of
transfer of the Common Stock to the optionee, such sale or exchange will
generally constitute a "disqualifying disposition" of such Common Stock
that will have the following results: any excess of (i) the lesser of (a)
the fair market value of the Common Stock at the time of exercise of the
ISO and (b) the amount realized on such disqualifying disposition of the
Common Stock over (ii) the exercise price of such ISO will be taxable as
compensation income to the optionee, subject to applicable withholding
taxes, and the Company will be entitled to a tax deduction in the amount of
such compensation income. Any further gain or loss after the date of
exercise generally will qualify as capital gain or loss and will not result
in any deduction by the Company.

Restricted Stock. Absent an election under Code section 83(b), a
participant generally will only recognize ordinary income at the times when
the restrictions with respect to the restricted stock allocated to the
participant lapse (or terminate) pursuant to the 2000 Plan, and the amount
of such income will be equal to the fair market value of such restricted
stock at such times.

If, on the other hand, a participant were to make an election under
Code section 83(b) (which election must be made within 30 days after the
date of issuance of the restricted stock to the participant), then the
participant generally will recognize ordinary income at the time of such
issuance, in an amount equal to the fair market value of all of the
restricted stock granted to the participant at such time (determined
without regard to the restrictions). If such election were made, any
subsequent appreciation in the value of the restricted stock from the date
of issuance will be taxed only as and when the participant disposes of all
or part of his or her restricted stock and, as discussed below, generally
will be taxed as capital gain. If such election were made, and all or part
of the restricted stock were subsequently required to be redelivered to the
Company pursuant to the 2000 Plan (e.g., because a participant leaves the
employ or service of the Company prior to the termination of the
restrictions with respect to such restricted stock), then no deduction
would be allowed to the participant for the amount required to be included
in his or her income as a result of the Code section 83(b) election.

A participant will have a tax basis in his or her restricted stock
equal to the amount included in his or her income with respect to the
restricted stock (either by reason of the making of a Code section 83(b)
election or the lapse of the restrictions). On a sale or other taxable
disposition of all or a part of the restricted stock (after the
restrictions with respect to such shares lapse), the participant generally
will recognize capital gain or loss equal to the difference between the
amount realized on the disposition and his or her tax basis in such shares.

The ordinary income required to be recognized by a participant with
respect to his or her restricted stock will also constitute wages subject
to the withholding of income tax, and the Company will be required to make
whatever arrangements the Company deems necessary to ensure that the amount
of the tax required to be withheld is available for payment to the Internal
Revenue Service.

In general, the Company or the applicable subsidiary will be
entitled to a deduction for U.S. income tax purposes at such time as a
participant includes an amount in ordinary income with respect to his or
her restricted stock and in the same amount, subject to the usual rules as
to reasonableness of compensation and provided that the Company or the
applicable subsidiary timely complies with applicable information reporting
requirements.

Restricted Stock Units. A participant will recognize ordinary
income at the times when the cash or shares attributable to the restricted
stock units allocated to the participant pursuant to the 2000 Plan are
distributed to him or her, and the amount of such income will be equal to
the sum of the amount of cash so distributed and the fair market value of
such shares.

The ordinary income required to be recognized by the participant
with respect to his or her shares will constitute wages subject to the
withholding of income tax, and the Company will be required to make
whatever arrangements the Company deems necessary to ensure that the amount
of the tax required to be withheld is available for payment to the Internal
Revenue Service.

In general, the Company or the applicable subsidiary will be
entitled to a deduction for U.S. income tax purposes at such time as a
participant includes an amount in ordinary income with respect to his or
her shares and in the same amount, subject to the usual rules as to
reasonableness of compensation and provided that the Company or the
applicable subsidiary timely complies with applicable information reporting
requirements.

Grants of options under the 2000 Plan are subject to the discretion
of the Board or the Administrator and therefore future grants are
indeterminable.

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

The adoption of the 2000 Plan, in substantially the form of Exhibit
C hereto, will take effect without any further action 20 days after this
Information Statement is sent to the SWWT stockholders.

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

XI. RATIFICATION OF CHANGE OF AUDITORS

On May 9, 2000, the Board authorized the appointment of the firm of
Ernst & Young LLP ("E&Y") as the Company's auditor, to replace the firm of
Arthur Andersen LLP ("Andersen"), which served in that position until it
was replaced in connection with the appointment of E&Y. The Majority
Stockholders have ratified this appointment.

The change in auditors was made by the Company as a result of the
Merger which was completed on April 24, 2000. In the Merger, ENWC merged
with E-Newco and the stockholders of E-Newco obtained voting control over
SWWT. The Merger was accounted for as a purchase of SWWT by E-Newco in a
"reverse acquisition" because the stockholders of SWWT prior to the Merger
do not have voting control of the combined entity after the Merger. In a
reverse acquisition, the accounting treatment differs from the legal form
of the transaction, as the continuing legal parent company, SWWT, is not
assumed to be the acquiror and the financial statements of the combined
entity are those of the accounting acquiror (E-Newco), including any
comparative prior year financial statements presented by the combined
entity after the business combination. Accordingly, the Board believed it
to be appropriate to engage E&Y, E-Newco's pre-Merger auditor, to serve as
auditor for the Company after the Merger.

The change in auditors did not arise from any disagreement during
SWWT's two most recent fiscal years and the subsequent interim period with
Andersen on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved
to the satisfaction of Andersen, would have caused it to make reference to
the subject matter of the disagreement in any of its reports. The financial
statements audited by Andersen in the past two years have not contained an
adverse opinion or a disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope or accounting principles.

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

REQUISITE STOCKHOLDER APPROVAL OBTAINED

As of May 9, 2000, SWWT had issued and outstanding 3,122,254 shares
of Common Stock. As of May 9, 2000, SWWT had issued and outstanding 757,772
shares of Series B Preferred Stock that were convertible into a total of
75,777,162 shares of Common Stock. The holders of Series B Preferred Stock
generally vote together as a single class with the holders of the Common
Stock on an as-converted basis.

Section 242(b)(2) of the Delaware General Corporation Law provides
that an amendment to a certificate of incorporation to increase the number
of shares of authorized stock of any class requires the approval of a
majority of such class. Thus, the approval of holders representing a
majority of outstanding Common Stock is required to approve the Authorized
Capital Amendment which amendment includes an increase to the number of
authorized shares of Common Stock.

By Written Consent in Lieu of a Meeting, holders representing
1,866,603 shares, or approximately 60%, of the issued and outstanding
Common Stock, approved the Authorized Capital Amendment, and holders
representing 757,772 shares of Series B Preferred Stock and 1,866,603
shares of Common Stock, together representing approximately 98% of the
issued and outstanding shares of Common Stock and issued and outstanding
shares of Series B Preferred Stock voting as a single class, approved all
of the Stockholder Actions. Such consents were received by the Company
between May 9, 2000 and June 16, 2000. Such actions by written consent are
sufficient to satisfy the applicable requirements of Delaware law that SWWT
obtain the approval of its stockholders for such actions. Accordingly, the
stockholders will not be asked to take further action on such actions at
any future meeting.

DESCRIPTION OF CAPITAL STOCK

Common Stock

The holders of SWWT's Common Stock are entitled to one vote for
each share held of record on all matters submitted to a vote of SWWT's
stockholders and do not have cumulative voting rights in the election of
directors. Holders of Common Stock are entitled to receive proportionately
such dividends as may from time to time be declared by SWWT's Board out of
funds legally available for the payment of dividends. In the event of
SWWT's liquidation, dissolution or winding up, holders of Common Stock
would be entitled to share proportionately in all of SWWT's assets
available for distribution to holders of Common Stock remaining after
payment of liabilities and liquidation preference of any outstanding
preferred stock. Holders of Common Stock have no preemptive rights and have
no rights to convert Common Stock into any other securities, and there are
no redemption provisions with respect to such shares.

Preferred Stock

Upon effectiveness of the Amended and Restated Certificate of
Incorporation, the Board will have the authority to issue preferred stock
in one or more series and to fix as to any series of preferred stock the
designation, title, voting powers and any other preferences, and relative,
participating, optional or other special rights and qualifications,
limitations or restrictions, without any further vote or action by the
stockholders. The terms and designations of the Series B Preferred Stock
will remain in effect after the filing and effectiveness of the Amended and
Restated Certificate of Incorporation.

Series B Preferred Stock. As of May 9, 20000, SWWT had 1,000,000
authorized and 757,772 issued and outstanding shares of Series B Preferred
Stock. The Series B Preferred Stock ranks prior to the Common Stock with
respect to rights on liquidation, winding up and dissolution, and each
share of Series B Preferred Stock has a liquidation preference of $.01 per
share. Holders of Series B Preferred Stock are entitled to vote together as
one class with holders of Common Stock on an as-converted basis. Shares of
Series B Preferred Stock will automatically convert into Common Stock
following the latter of:

o the effective date of the Amended and Restated Certificate
of Incorporation of the Company, among other things,
increasing 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

o the date on which an additional $15.0 million of financing
is obtained in one or more related rounds of equity
financing.

In the event of such conversion, 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 75,777,162 by the aggregate
number of shares of Series B Preferred Stock outstanding on the date of
conversion.

The Certificate of Designations relating to the Series B Preferred
Stock contains an anti- dilution provision, providing that in the event the
Company effects a subdivision or consolidation of the outstanding Common
Stock, the number of shares of Common Stock into which the Series B
Preferred Stock converts shall be proportionately increased or decreased,
as the case may be. The number of shares of Common Stock into which the
Series B Preferred Stock converts is also subject to equitable adjustment
by the Board to preserve the intent and principles of the conversion
feature.

Without the consent of the holders of a majority of the shares of
Series B Preferred Stock, SWWT may not amend, alter or remove any of the
provisions of SWWT'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 Company
ranking prior to the Series B Preferred Stock.

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

SWWT may redeem, by a class vote of the holders of the Common Stock
(without participation by holders of the Series B Preferred Stock), all
(but not part) of the Series B Preferred Stock if $15.0 million in
additional financing is not obtained in one or more related rounds of
equity financing by October 21, 2000. The redemption price per share will
be a pro rata share of SWWT 's cash balance, if any, at the date of
redemption.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The following table sets forth, as of May 9, 2000 certain
information concerning beneficial ownership of SWWT's voting securities
(consisting of Common Stock and the Series B Preferred Stock) by (i) each
person known to SWWT to beneficially own 5% of more of any class of SWWT's
outstanding voting securities, (ii) all executive officers and directors of
SWWT naming them and (iii) all executive officers and directors of SWWT as
a group, not naming them.

<TABLE>
<CAPTION>
As-
% of Converted
Number of % of Number of Shares Series B % of
Shares of Common of Series B Preferred Voting
Common Stock Stock Preferred Stock Stock Stock
Name and Address of Beneficially Beneficially Beneficially Beneficially Beneficially
Beneficial Owner(1) Owned(2) Owned(2) Owned Owned Owned(3)
------------------------------- -------------- ------------ ---------------- ------------ ------------

PRINCIPAL STOCKHOLDERS:
<S> <C> <C> <C> <C> <C>
Jack Schneider 0 0 101,413 13.4% 12.9%
c/o Allen & Co.,
711 5th Ave., 9th Floor
New York, NY 10022

East River Ventures II, L.P. 0 0 101,413 13.4% 12.9%
645 Madison Ave
22nd Floor
New York, NY 10022

Anthony Scaramucci 0 0 101,413(4) 13.4% 12.9%
Andrew Boszhardt, Jr.
Oscar Capital Management LLC
900 Third Avenue
Second Floor
New York, NY 10022

Jonathan V. Diamond 0 0 184,768(8) 24.4% 23.4%
1 West 67th Street
New York, NY 10023

Huizenga Investments Limited 0 0 76,065 10.0% 9.6%
Partners
450 E. Las Olas Blvd.
15th Floor
Fort Lauderdale, FL 33301

Nassau Capital Partners L.P. 697,500(5) 21.9% 0 0 *
22 Chambers Street
Princeton, NJ 08542

Equities Enterprises, Inc. 609,150(6) 19.5% 0 0 *
160 Madison Avenue
Third Floor
New York, NY 10016

Hudson River Capital LLC 420,536(7) 13.1% 0 0 *
667 Madison Avenue
Suite 2500
New York, NY 10021

DIRECTORS AND EXECUTIVE
OFFICERS:

Jon V. Diamond 0 0 184,768(8) 24.4% 23.4%

Walter Carozza 0 0 101,413(9) 13.4% 12.9%

Anthony Scaramucci 0 0 101,413(4) 13.4% 12.9%

Peter Gilson 67,792(10) 2.1% 0 0 *

DIRECTORS AND EXECUTIVE OFFICERS 67,792 2.1% 387,594 51.2% 49.2%
AS A GROUP (4 PERSONS)
</TABLE>

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

* Less than 1%.

(1) Unless otherwise indicated, all shares are beneficially owned and sole
voting and investment power is held by persons named above.

(2) For the purposes of this column, holders of Series B Preferred Stock
are not deemed to be beneficial owners of the shares of Common Stock into
which such Series B Preferred Stock is convertible.

(3) "As Converted" calculation represents shares of Common Stock and shares
of Series B Preferred Stock assuming the conversion into Common Stock of
all shares of Series B Preferred Stock. Each share of Series B Preferred
Stock will automatically convert into shares of Common Stock following the
approval by the stockholders of the Company of the requisite increase to
the amount of authorized Common Stock (as described in this Information
Statement) and the receipt by the Company of additional equity financing of
at least $15.0 million. Prior to such conversion, the holders of the Series
B Preferred Stock vote on an as-converted basis together with the holders
of the Common Stock. For the purposes of this column, holders of Series B
Preferred Stock are deemed to be beneficial owners of the Common Stock into
which their shares are convertible.

(4) Includes 30,425 shares owned by Anthony Scaramucci, 30,425 shares owned
by Andrew Boszhardt, Jr. and 40,564 shares owned by Oscar Capital
Management LLC. Messrs. Scaramucci and Boszhardt are members of Oscar
Capital Management LLC. Each of Messrs. Scaramucci and Boszhardt and Oscar
Capital Management LLC disclaim beneficial ownership of such shares except
to the extent of any pecuniary interest therein.

(5) Includes 72,500 shares held by Randall A. Hack, a former director of
SWWT, and 3,402 shares which represent Mr. Hack's interest in shares held
directly or indirectly by NAS Partners I L.L.C., a limited liability
company in which he is a member. 60,000 of Mr. Hack's shares are issuable
upon exercise of a stock option granted to him as a director. Mr. Hack is
one of four members of Nassau Capital L.L.C. which serves as the sole
general partner of Nassau Capital Partners, L.P.

(6) Shares are held by Equities Holdings LLC, a wholly-owned subsidiary of
Equities Enterprises, Inc.

(7) Includes 79,591 shares issuable upon exercise of a common stock
purchase warrant.

(8) Includes 83,355 shares of restricted stock purchased by Mr. Diamond
pursuant to a Restricted Stock Purchase Agreement between Jon V. Diamond
and E-Newco, Inc. Mr. Diamond purchased restricted shares of E-Newco Common
Stock for $3,735.955 per share, paid with a promissory note, effective
April 8, 2000. Such shares of E-Newco Common Stock were exchanged for
83,355 shares of Series B Preferred Stock in the Merger.

(9) Mr. Carozza is a limited partner in, and a manager of the general
partner of, East River Ventures II, L.P. and may be deemed to beneficially
own shares of Series B Common Stock owned of record by East River Ventures
II, L.P. by virtue of this relationship. Mr. Carozza disclaims beneficial
ownership of such shares except to the extent of any pecuniary interest
therein.

(10) The number of shares listed includes 60,000 shares issuable upon
exercise of a stock option granted to Mr. Gilson as a director.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth all compensation awarded to, earned
by or paid to each of SWWT's executive officers for the fiscal periods as
specified below. No other executive officer of SWWT earned over $100,000
during any such period.

<TABLE>
<CAPTION>
Long Term Compensation
-------------------------------------------------------------------------------------
Annual Compensation Awards Payouts
------------------------------------- ---------------------- --------------------
Other All other
Annual Restricted Options/ LTIP compens-
Compen- Stock SARs Pay- ation
Name & Principal Position Year Salary ($) Bonus ($) sation ($) Award ($) ($) outs ($) ($)(2)
------------------------- ---- ---------- --------- ---------- ---------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PATRICK E. THOMAS 1999 $36,000 -0- -0- -0- -0- -0- -0-
Chief Executive Officer 1998 $116,924(3) $136,188(4) -0- -0- -0- -0- $1,053
since February 1998; Vice 1997 $85,000 $38,000(4) -0- -0- -0- -0- $3,400
President - Finance prior
thereto(1)

JONATHAN V. DIAMOND 2000 $250,000(5) $50,000(5) -0- -0-(6) -0- -0- -0-
Chief Executive Officer
and President since
April 24, 2000

</TABLE>

(1) Mr. Thomas served as Chief Executive Officer of SWWT until April 24,
2000.

(2) Represents the Company's contribution to the executive officer's 401(k)
account.

(3) Amounts reported for 1998 salary include three months of severance plus
accrued vacation pay and $64,000, or $6,000 per month, paid to Mr. Thomas
in his capacity as President and Chief Executive Officer.

(4) Represents the balance of the performance bonus earned under the terms
of a management agreement entered into in May 1997. This bonus, together
with the 1997 accrued bonus of $38,000, which was also paid under the terms
of the management agreement, was paid to the executive officer in February
1998.

(5) Represents the amount due on an annual basis to Mr. Diamond under the
terms of the three-year Employment Agreement between E-Newco, Inc. and Jon
V. Diamond dated March 27, 2000. Pursuant to the terms of such employment
agreement, the obligations of E-Newco thereunder were adopted by SWWT in
connection with the Merger. Mr. Diamond is also entitled participate in any
bonus plan or program adopted from time to time by the Board of Directors.

(6) Mr. Diamond purchased 110 shares of restricted common stock of E-Newco
from E- Newco pursuant to a Restricted Stock Purchase Agreement between Mr.
Diamond and E-Newco. Mr. Diamond purchased such restricted stock for
$3,735.955 per share, paid with a promissory note, effective April 8, 2000.
Such price represented the fair market value of such stock at the date of
grant. Such shares of restricted E-Newco Common Stock were exchanged for
83,355 shares of restricted Series B Preferred Stock in the Merger.
One-thirty-sixth of the number of the shares of restricted stock vest at
the end of each calendar month, commencing with April 30, 2000, so that all
shares will be vested on March 31, 2003. Dividends paid on SWWT's Common
Stock will also be paid on Mr. Diamond's restricted stock.

Option/SAR Grants in the Last Fiscal Year; Aggregated Option /SAR Exercises
in Last Fiscal Year and Fiscal Year-end Option/SAR Values

As of the end of the Company's 1999 fiscal year, there were no
outstanding stock options held by Mr. Thomas, and no stock options have
been granted to Mr. Diamond. No stock options were held by, granted to, or
exercised by, Mr. Thomas in 1999.

Employment Agreements

On March 27, 2000, E-Newco entered into a three-year employment
agreement with Jon V. Diamond, and, pursuant to the terms of such
employment agreement, such agreement was assumed by SWWT on April 24, 2000
in connection with the closing of the Merger. Pursuant to the agreement,
Mr. Diamond will serve as SWWT's Chairman of the Board and Chief Executive
Officer and will be responsible for such executive responsibilities as
shall be assigned to him by the Board. Mr. Diamond will receive an annual
base salary of $250,000, and will be entitled to participate in any bonus
plan or program adopted from time to time by the Board, provided that Mr.
Diamond is entitled to receive a minimum annual cash bonus of $50,000.

In connection with the execution of the employment agreement, Mr.
Diamond purchased 110 shares of restricted common stock of E-Newco. Such
shares of restricted E-Newco Common Stock were exchanged for 83,355 shares
of restricted Series B Preferred Stock in the Merger. The employment
agreement provides Mr. Diamond with dilution protection with respect to
such restricted stock. In the event that SWWT raises in one or more rounds
of equity financing more than $60 million but no more than $150 million,
Mr. Diamond will be granted a number of equity incentive awards that will
enable him to maintain ownership of 11% of the fully-diluted common equity
of SWWT (not including non-incentive equity owned by Mr. Diamond). In
addition, Mr. Diamond will receive an additional incentive equity award
equal to 2% of the fully- diluted common equity of SWWT on such date as the
Company has maintained a market capitalization of $500 million for at least
30 consecutive calendar days.

If Mr. Diamond's employment is terminated without cause or he
resigns with good reason, he is entitled to severance compensation in an
amount equal to two times the sum of his annual base salary and bonus for
the remainder of the employment term. Additionally, all of Mr. Diamond's
stock-based incentives will immediately vest. In the event of Mr. Diamond's
death during the term of the agreement, SWWT will pay to Mr. Diamond's
legal representatives the annual base salary, a prorated portion of the
minimum bonus, accrued but unused vacation and any other compensation due.
In the event the Company terminates Mr. Diamond's employment because Mr.
Diamond is unable to perform his duties due to mental, physical or other
disability for a period of 90 consecutive days or for 120 days in any
twelve consecutive month period, SWWT will pay to Mr. Diamond the same
benefits due upon death plus six months salary and the minimum bonus then
in effect. Additionally, all of Mr. Diamond's stock-based incentives will
immediately vest.

Mr. Diamond is entitled to receive an additional payment
representing a "tax gross-up" in the event that he is assessed certain tax
liabilities relating to payments made pursuant to the employment agreement.
The agreement also contains non-competition provisions prohibiting Mr.
Diamond from competing under certain circumstances against SWWT for a
period of 18 months.

Stock Option Plans

Directors' Stock Option Plans. Effective February 5, 1998, SWWT
entered into Directors' Stock Option Plans (the "Directors' Plans) with six
of SWWT's directors. As of May 9, 2000, 360,000 options remained
outstanding from the Directors' Plans. The Directors' Plans each authorized
the granting of an option to purchase up to 60,000 shares of Common Stock,
which option became exercisable commencing on February 5, 2000. The options
terminate on February 5, 2008, provided that the option will terminate at
an earlier date if the director ceases to be a director of SWWT or upon the
director's death. The option is exercisable at a price of $1.3125 per
share.

2000 Stock Incentive Plan. See "Actions to be Effected-Adoption of
2000 Stock Incentive Plan."

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

By virtue of the Authorized Capital Amendment, the number of
authorized shares of Common Stock is being increased in part to allow for
the conversion of the outstanding shares of Series B Preferred Stock. Upon
the conversion of such shares of Series B Preferred Stock, directors and
executive officers of SWWT will beneficially own approximately 49.2% of the
voting stock of the Company.

The 2000 Plan is being adopted in part to enable SWWT to provide
additional incentives to SWWT's directors, officers, employees, consultants
and other bona fide service providers, to advance the interests of SWWT and
to enable SWWT to attract qualified personnel in a competitive marketplace.
Awards under the plans will give optionees an opportunity to participate in
an increase in the market value of the Common Stock. The Board believes
that the plans will provide incentives and flexibility for SWWT in meeting
competitive developments in the marketplace for retaining and attracting
qualified personnel. Directors and officers will be entitled to participate
in the 2000 Plan.

SWWT's present directors and officers are personally interested in,
and will personally benefit from, adoption of the Charter Amendments, the
By-Law Amendments and the 2000 Plan, and such interest may conflict with
the interest of stockholders. However, the Board believes that the actions
contemplated herein will enhance SWWT's ability to continue to attract and
retain highly qualified directors and officers.

FORWARD LOOKING STATEMENTS

This document contains forward-looking statements that are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Investors are cautioned that forward-looking statements
are inherently uncertain. Such statements by their nature entail various
risks, reflecting the dynamic, complex, and rapidly changing nature of the
Company's industry. Actual performance and results may differ materially
from the projected or suggested herein due to certain risks and
uncertainties including, without limitation, the risks associated with the
ability to consummate the transactions set forth above, management of
growth, and competition, as well as operating risks. Certain of those and
other risks are described in SWWT's filings with the Securities and
Exchange Commission over the last 12 months, copies of which are available
from the SEC or may be obtained upon request from SWWT.

NO DISSENTERS' RIGHTS

Delaware law does not afford to SWWT stockholders the opportunity
to dissent from the actions described in this Information Statement and
receive value for their shares.

FINANCIAL INFORMATION

INDEX TO FINANCIAL STATEMENTS OF SWWT, INC.

Financial Statements (unaudited)

Balance Sheet as of March 31, 2000.............................

Statement of Cash Flows for the period from January 7,
2000 (inception) to March 31, 2000.............................

Notes to Financial Statements..................................

SWWT, Inc.

Balance Sheet

March 31, 2000
(Unaudited)

ASSETS
<S> <C>
Cash and cash equivalents $2,525,000
Investment 300,000
-----------------
Total assets $2,825,000
=================

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accrued stock issuance costs $ 250,000

Stockholders' equity:
Series B Preferred Stock, $.001 par value; 1,000,000
shares authorized, 674,417 shares issued and outstanding 674
Common Stock, $.001 par value; 8,000,000 shares authorized,
no shares issued and outstanding -
Additional paid-in capital 3,074,326
Notes receivable (500,000)
------------------
Total stockholders' equity 2,575,000
------------------
$2,825,000
==================

See accompanying notes to financial statements.
</TABLE>

SWWT, Inc.

Statement of Cash Flows

January 7, 2000 (date of inception) to March 31, 2000
(Unaudited)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investment $ (300,000)
-----------------
Net cash used in investing activities (300,000)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of stock 2,825,000
-----------------
Net cash provided by financing activities 2,825,000
-----------------

Net increase in cash and cash equivalents 2,525,000
Cash and cash equivalents at January 7, 2000 -
-----------------
Cash and cash equivalents at March 31, 2000 $2,525,000
=================

See accompanying notes to financial statements.

NOTES TO FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with Rule 10-01 of Regulation S-X. Accordingly,
they do not include all the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, the unaudited interim consolidated financial
statements contain all adjustments, consisting of normal recurring
accruals, necessary for a fair presentation of the financial position and
cash flows of the Company for the period presented.

As discussed more fully in Note 2, on April 14, 2000, SWWT, Inc. ("SWWT")
and its newly-formed, wholly owned subsidiary, ENWC Acquisition,
Inc.("ENWC") entered into a merger agreement with E-Newco, Inc.
("E-Newco"). The merger was accounted for as a purchase of SWWT by E-Newco
in a "reverse acquisition" because the existing shareholders of SWWT, prior
to the merger, do not have voting control of the combined entity after the
merger. In a reverse acquisition, the accounting treatment differs from the
legal form of the transaction, as the continuing legal parent company,
SWWT, is not assumed to be the acquiror and the financial statements of the
combined entity are those of the accounting acquiror (E-Newco), including
any comparative prior year financial statements presented by the combined
entity after the business combination. Consequently, the March 31, 2000
interim financial statements included herein are those of E-Newco as
adjusted for the recapitalization described below. Since SWWT, prior to the
merger, was a public corporation without substantial business operations,
no pro-forma information giving effect to the acquisition is required.

In accordance with the reverse acquisition accounting treatment, the
capital accounts of E-Newco as of March 31, 2000 have been recapitalized to
give effect to the merger exchange ratio (757.772 shares of Series B
Convertible Preferred Stock of SWWT for each share of common stock of
E-Newco).

The Company has not initiated operations as of March 31, 2000.

2. MERGER WITH E-NEWCO

On April 14, 2000, SWWT and its newly formed, wholly owned subsidiary, ENWC
entered into a merger agreement (the "Merger Agreement") with E-Newco. In
accordance with the terms of the Merger Agreement, SWWT issued 757.772
shares of its newly designated Series B Convertible Preferred Stock (the
"Series B Preferred Stock"), to the stockholders of E-Newco in exchange for
each share of E-Newco common stock. On April 24, 2000, the stockholders of
E-Newco exchanged all 1,000 shares of issued and outstanding common stock
of E-Newco at that date for an aggregate of 757,772 shares of Series B
Preferred Stock. The accompanying March 31, 2000 financial statements give
effect to the exchange of the then outstanding 890 shares of E-Newco common
stock issued and outstanding at March 31, 2000 for an aggregate of 674,417
shares of Series B Preferred Stock. E-Newco merged with ENWC (the "Merger")
and became a wholly owned subsidiary of SWWT. The terms of the Series B
Preferred Stock provide for automatic conversion into an aggregate of
75,777,162 shares of common stock, of the Company following the approval by
the stockholders of the Company of the requisite increase to the amount of
authorized common stock and the receipt by the Company of additional equity
financing of at least $15 million. The holders of the Series B Preferred
Stock vote with the holders of the common stock on an as converted basis
and possess approximately 95.5% of the voting power of the Company. Upon
completion of the Merger, but without giving effect to the receipt of
additional equity financing, the Company has 79,347,851 shares of common
stock outstanding, on an as converted, fully diluted basis.

If the Company does not receive additional equity financing of at least $15
million within 180 days of the consummation of the Merger, the holders of
the common stock may elect to cause the Company to redeem the outstanding
shares of Series B Preferred at a redemption price equal to a pro-rata
portion of the Company's cash balance, if any, at the date of redemption.

In May 2000, the Company paid a one-time cash dividend to its pre-Merger
stockholders equal to $740,635. The dividend payment consisted of the cash
on SWWT's balance sheet immediately prior to the consummation of the Merger
less expenses related to the Merger and the settlement of certain claims.

3. E-NEWCO EQUITY TRANSACTIONS

On March 23, 2000, the Company issued 890 shares of common stock for
$3,325,000, of which 133.83 shares were purchased by the Company's Chief
Executive Officer ("CEO") through the issuance of a $500,000 note
receivable payable on demand. As described in Notes 1 and 2 above, the
accompanying March 31, 2000 financial statements reflect the Company's
capital accounts as recapitalized to give effect to the Merger.

4. INVESTMENTS

On March 16, 2000, the Company used advances received on the issuance of
its common stock to purchase an exchangeable demand promissory note and a
stock purchase warrant for $300,000, which are exchangeable into and
exercisable for shares of capital stock of SchoolNet, Inc., a Delaware
corporation, upon the occurrence of certain events. At March 31, 2000, this
investment is carried at cost which approximates fair value.

5. RELATED PARTY TRANSACTIONS

On March 23, 2000, the Company's CEO issued a $500,000 note receivable
payable on demand to the Company in connection with the purchase of 133.83
shares of E-Newco common stock. Interest accrues at the greater of (i) 6%
or (ii) the applicable federal mid-term rate.

Restricted Common Stock

Effective April 8, 2000, the Company issued 110 shares of E-Newco
restricted common stock for a purchase price of $410,955 to the Company's
CEO in accordance with a Restricted Stock Purchase Agreement. The purchase
price was established based on the fair market value at the date of grant.
These shares were issued subject to certain conditions, and transfer and
other restrictions. The restricted stock vests over a three year period.

Concurrent with the execution of his employment agreement, the Company's
CEO issued to the Company a $410,955 promissory note receivable. The note
bears interest at a rate of 6% per year and the principal plus interest are
due on the earlier of 7 years, termination of employment, or breach of the
agreement governing the restricted shares. The proceeds from the note
receivable were used to purchase the 110 shares of restricted common stock
of E-Newco. The CEO pledged to the Company an interest in the restricted
shares of the Company's common stock as security for the promissory note.

EXHIBIT A

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

SWWT, INC.

SWWT, Inc., (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"GCL"), does hereby certify as follows:

(1) The name of the Corporation is SWWT, Inc. The Corporation
was originally incorporated under the name Sweetwater, Inc. The original
certificate of incorporation of the Corporation was filed with the office
of the Secretary of State of the State of Delaware on September 17, 1993.

(2) This Amended and Restated Certificate of Incorporation was
duly adopted in accordance with Sections 242 and 245 of the GCL pursuant to
a written consent in accordance with Section 228 of the GCL.

(3) This Amended and Restated Certificate of Incorporation
restates and integrates and further amends the certificate of incorporation
of the Corporation, as heretofore amended or supplemented.

(4) The text of the Certificate of
Incorporation is restated in its entirety as follows:

FIRST: The name of the Corporation is SWWT, Inc. (hereinafter
the "Corporation").

SECOND: The address of the registered office of the Corporation
in the State of Delaware is 15 E. North Street, in the City of Dover,
County of Kent. The name of its registered agent at that address is
Incorporating Services Ltd.

THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware (the "GCL").

FOURTH: (a) Authorized Capital Stock. The total number of
shares of stock which the Corporation shall have authority to issue is
800,000,000 shares of capital stock, consisting of (i) 750,000,000 shares
of common stock, par value $.001 per share (the "Common Stock"), and (ii)
50,000,000 shares of preferred stock, par value $.001 per share (the
"Preferred Stock").

(b) Preferred Stock. The Board of Directors is hereby expressly
authorized to provide for the issuance of all or any shares of the
Preferred Stock in one or more classes or series, and to fix for each such
class or series such voting powers, full or limited, or no voting powers,
and such designations, preferences and relative, participating, optional or
other special rights and such qualifications, limitations or restrictions
thereof, as shall be stated and expressed in the resolution or resolutions
adopted by the Board of Directors providing for the issuance of such class
or series, including, without limitation, the authority to provide that any
such class or series may be (i) subject to redemption at such time or times
and at such price or prices; (ii) entitled to receive dividends (which may
be cumulative or non-cumulative) at such rates, on such conditions, and at
such times, and payable in preference to, or in such relation to, the
dividends payable on any other class or classes or any other series; (iii)
entitled to such rights upon the dissolution of, or upon any distribution
of the assets of, the Corporation; or (iv) convertible into, or
exchangeable for, shares of any other class or classes of stock, or of any
other series of the same or any other class or classes of stock, of the
Corporation at such price or prices or at such rates of exchange and with
such adjustments; all as may be stated in such resolution or resolutions.

(c) Class of Preferred Stock Outstanding. The Corporation
currently has authorized a series of Preferred Stock designated as its
Series B Preferred Stock, par value $.001 per share (the "Series B
Preferred Stock"). Such series currently consists of 1,000,000 authorized
shares. The rights, powers, designations, preferences, qualifications and
limitations of such Series B Preferred Stock are set forth in the
Certificate of Designations, which is attached hereto as Exhibit A.

FIFTH: The following provisions are inserted for the management
of the business and the conduct of the affairs of the Corporation, and for
further definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:

(a) The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors.

(b) The Board of Directors shall consist of not less than three
or more than twenty-five members, the exact number of which shall be fixed
from time to time by resolution adopted by the affirmative vote of a
majority of the active Board of Directors.

(c) The directors shall be divided into three classes,
designated Class I, Class II and Class III. Each class shall consist, as
nearly as may be possible, of one-third of the total number of directors
constituting the entire Board of Directors; provided, however, that in the
event that the total number of directors is not divisible by three,
remaining directors after even division among the three classes shall be
apportioned among the classes beginning with the class with the longest
remaining term. The initial division of the Board of Directors into classes
shall be made by the decision of the affirmative vote of a majority of the
entire Board of Directors. The term of the initial Class I directors shall
terminate on the date of the 2001 annual meeting; the term of the initial
Class II directors shall terminate on the date of the 2002 annual meeting;
and the term of the initial Class III directors shall terminate on the date
of the 2003 annual meeting. At each succeeding annual meeting of
stockholders beginning in 2001, successors to the class of directors whose
term expires at that annual meeting shall be elected for a three-year term.
If the number of directors is changed, any increase or decrease shall be
apportioned among the classes so as to maintain the number of directors in
each class as nearly equal as possible, and any additional director of any
class elected to fill a vacancy resulting from an increase in such class
shall hold office for a term that shall coincide with the remaining term of
that class, but in no case will a decrease in the number of directors
shorten the term of any incumbent director.

(d) A director shall hold office until the annual meeting for
the year in which his or her term expires and until his or her successor
shall be elected and shall qualify, subject, however, to prior death,
resignation, retirement, disqualification or removal from office.

(e) Subject to the terms of any one or more classes or series
of Preferred Stock, any vacancy on the Board of Directors that results from
an increase in the number of directors may be filled by a majority of the
Board of Directors then in office, provided that a quorum is present, and
any other vacancy occurring on the Board of Directors may be filled by a
majority of the Board of Directors then in office, even if less than a
quorum, or by a sole remaining director. Any director of any class elected
to fill a vacancy resulting from an increase in the number of directors of
such class shall hold office for a term that shall coincide with the
remaining term of that class. Any director elected to fill a vacancy not
resulting from an increase in the number of directors shall have the same
remaining term as that of his predecessor. Subject to the rights, if any,
of the holders of shares of Preferred Stock then outstanding, any or all of
the directors of the Corporation may be removed from office at any time,
but only for cause and only by the affirmative vote of the holders of at
least a majority of the voting power of the Corporation's then outstanding
capital stock entitled to vote generally in the election of directors.
Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the Corporation shall have
the right, voting separately by class or series, to elect directors at an
annual or special meeting of stockholders, the election, term of office,
filling of vacancies and other features of such directorships shall be
governed by the terms of this Amended and Restated Certificate of
Incorporation applicable thereto, and such directors so elected shall not
be divided into classes pursuant to this Article FIFTH unless expressly
provided by such terms.

(f) In addition to the powers and authority hereinbefore or by
statute expressly conferred upon them, the directors are hereby empowered
to exercise all such powers and do all such acts and things as may be
exercised or done by the Corporation, subject, nevertheless, to the
provisions of the GCL, this Amended and Restated Certificate of
Incorporation, and any By-Laws adopted by the stockholders; provided,
however, that no By-Laws hereafter adopted by the stockholders shall
invalidate any prior act of the directors which would have been valid if
such By-Laws had not been adopted.

SIXTH: No director shall be personally liable to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director, except to the extent such exemption from
liability or limitation thereof is not permitted under the GCL as the same
exists or may hereafter be amended. If the GCL is amended hereafter to
authorize the further elimination or limitation of the liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent authorized by the GCL, as so
amended. Any repeal or modification of this Article SIXTH shall not
adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.

SEVENTH: The Corporation shall indemnify its directors and
officers to the fullest extent authorized or permitted by law, as now or
hereafter in effect, and such right to indemnification shall continue as to
a person who has ceased to be a director or officer of the Corporation and
shall inure to the benefit of his or her heirs, executors and personal and
legal representatives; provided, however, that, except for proceedings to
enforce rights to indemnification, the Corporation shall not be obligated
to indemnify any director or officer (or his or her heirs, executors or
personal or legal representatives) in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or part thereof)
was authorized or consented to by the Board of Directors. The right to
indemnification conferred by this Article SEVENTH shall include the right
to be paid by the Corporation the expenses incurred in defending or
otherwise participating in any proceeding in advance of its final
disposition.

The Corporation may, to the extent authorized from time to time
by the Board of Directors, provide rights to indemnification and to the
advancement of expenses to employees and agents of the Corporation similar
to those conferred in this Article SEVENTH to directors and officers of the
Corporation.

The rights to indemnification and to the advance of expenses
conferred in this Article SEVENTH shall not be exclusive of any other right
which any person may have or hereafter acquire under this Amended and
Restated Certificate of Incorporation, the By-Laws of the Corporation, any
statute, agreement, vote of stockholders or disinterested directors or
otherwise.

Any repeal or modification of this Article SEVENTH shall not
adversely affect any rights to indemnification and to the advancement of
expenses of a director or officer of the Corporation existing at the time
of such repeal or modification with respect to any acts or omissions
occurring prior to such repeal or modification.

EIGHTH: The Corporation expressly elects to be governed by
Section 203 of the GCL.

NINTH: Meetings of stockholders may be held within or without
the State of Delaware, as the By-Laws may provide. The books of the
Corporation may be kept (subject to any provision contained in the GCL)
outside the State of Delaware at such place or places as may be designated
from time to time by the Board of Directors or in the By-Laws of the
Corporation.

TENTH: In furtherance and not in limitation of the powers
conferred upon it by the laws of the State of Delaware, the Board of
Directors shall have the power to adopt, amend, alter or repeal the
Corporation's By-Laws. The affirmative vote of at least a majority of the
entire Board of Directors shall be required to adopt, amend, alter or
repeal the Corporation's By-Laws. The Corporation's By-Laws also may be
adopted, amended, altered or repealed by the affirmative vote of the
holders of at least eighty percent (80%) of the voting power of the shares
entitled to vote at an election of directors.

ELEVENTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Amended and Restated
Certificate of Incorporation in the manner now or hereafter prescribed in
this Amended and Restated Certificate of Incorporation, the Corporation's
By-Laws or the GCL, and all rights herein conferred upon stockholders are
granted subject to such reservation; provided, however, that,
notwithstanding any other provision of this Amended and Restated
Certificate of Incorporation (and in addition to any other vote that may be
required by law), the affirmative vote of the holders of at least eighty
percent (80%) of the voting power of the shares entitled to vote at an
election of directors shall be required to amend, alter, change or repeal,
or to adopt any provision as part of this Amended and Restated Certificate
of Incorporation inconsistent with the purpose and intent of Articles
FIFTH, EIGHTH and TENTH of this Amended and Restated Certificate of
Incorporation or this Article ELEVENTH.

IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be executed on its behalf this __
day of_____, 2000.

SWWT, INC.

By:________________________
Name:
Title:

EXHIBIT B

AMENDED AND RESTATED

BY-LAWS

SWWT, INC.

A Delaware Corporation

Effective _____ __, 2000

TABLE OF CONTENTS

PAGE

ARTICLE I - OFFICES . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Registered Office . . . . . . . . . . . . . . . . . 1
Section 2. Other Offices . . . . . . . . . . . . . . . . . . . 1

ARTICLE II - MEETINGS OF STOCKHOLDERS . . . . . . . . . . . . . . . . 1
Section 1. Place of Meetings . . . . . . . . . . . . . . . . . 1
Section 2. Annual Meetings . . . . . . . . . . . . . . . . . . 2
Section 3. Special Meetings . . . . . . . . . . . . . . . . . 2
Section 4. Quorum . . . . . . . . . . . . . . . . . . . . . . 3
Section 5. Proxies . . . . . . . . . . . . . . . . . . . . . . 4
Section 6. Voting . . . . . . . . . . . . . . . . . . . . . . 6
Section 7. Nature of Business at Meetings of Stockholders . . 6
Section 8. List of Stockholders Entitled to Vote . . . . . . . 9
Section 9. Stock Ledger . . . . . . . . . . . . . . . . . . . 10
Section 10. Record Date. . . . . . . . . . . . . . . . . . . 10
Section 11. Inspectors of Election . . . . . . . . . . . . . . 12
Section 12. Consent of Stockholders in Lieu of Meeting . . . . 12

ARTICLE III - DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . 13
Section 1. Number and Election of Directors . . . . . . . . . 13
Section 2. Nomination of Directors . . . . . . . . . . . . . . 13
Section 3. Vacancies . . . . . . . . . . . . . . . . . . . . . 17
Section 4. Duties and Powers . . . . . . . . . . . . . . . . . 17
Section 5. Organization . . . . . . . . . . . . . . . . . . . 18
Section 6. Resignations and Removals of Directors . . . . . . 18
Section 7. Meetings . . . . . . . . . . . . . . . . . . . . . 19
Section 8. Quorum . . . . . . . . . . . . . . . . . . . . . . 20
Section 9. Actions of Board . . . . . . . . . . . . . . . . . 20
Section 10. Meetings by Means of Conference Telephone . . . . . 21
Section 11. Committees . . . . . . . . . . . . . . . . . . . . 21
Section 12. Compensation . . . . . . . . . . . . . . . . . . . 22
Section 13. Interested Directors . . . . . . . . . . . . . . . 23

ARTICLE IV - OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 1. General . . . . . . . . . . . . . . . . . . . . . . 24
Section 2. Election . . . . . . . . . . . . . . . . . . . . . 25
Section 3. Voting Securities Owned by the Corporation . . . . 25
Section 4. Chairman of the Board of Directors . . . . . . . . 26
Section 5. President . . . . . . . . . . . . . . . . . . . . . 27
Section 6. Vice Presidents . . . . . . . . . . . . . . . . . . 28
Section 7. Secretary . . . . . . . . . . . . . . . . . . . . . 28
Section 8. Treasurer . . . . . . . . . . . . . . . . . . . . . 30
Section 9. Assistant Secretaries . . . . . . . . . . . . . . . 31
Section 10. Assistant Treasurers . . . . . . . . . . . . . . . 31
Section 11. Other Officers . . . . . . . . . . . . . . . . . . 32

ARTICLE V - STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 1. Form of Certificates . . . . . . . . . . . . . . . 32
Section 2. Signatures . . . . . . . . . . . . . . . . . . . . 33
Section 3. Lost, Destroyed, Stolen or Mutilated
Certificates . . . . . . . . . . . . . . . . . . 33
Section 4. Transfers . . . . . . . . . . . . . . . . . . . . . 34
Section 5. Transfer and Registry Agents. . . . . . . . . . . . 35
Section 6. Beneficial Owners . . . . . . . . . . . . . . . . . 35

ARTICLE VI - NOTICES . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 1. Notices . . . . . . . . . . . . . . . . . . . . . . 35
Section 2. Waivers of Notice . . . . . . . . . . . . . . . . . 36

ARTICLE VII - GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . 37
Section 1. Dividends . . . . . . . . . . . . . . . . . . . . . 37
Section 2. Disbursements . . . . . . . . . . . . . . . . . . . 38
Section 3. Fiscal Year . . . . . . . . . . . . . . . . . . . . 38
Section 4. Corporate Seal . . . . . . . . . . . . . . . . . . 38

ARTICLE VIII - INDEMNIFICATION . . . . . . . . . . . . . . . . . . . 38
Section 1. Power to Indemnify in Actions, Suits or
Proceedings Other than Those by or in the
Right of the Corporation . . . . . . . . . . . . 38
Section 2. Power to Indemnify in Actions, Suits or
Proceedings by or in the Right of the
Corporation 40
Section 3. Authorization of Indemnification . . . . . . . . . 41
Section 4. Good Faith Defined . . . . . . . . . . . . . . . . 42
Section 5. Indemnification by a Court . . . . . . . . . . . . 43
Section 6. Expenses Payable in Advance . . . . . . . . . . . . 44
Section 7. Nonexclusivity of Indemnification and
Advancement of Expenses . . . . . . . . . . . . . 44
Section 8. Insurance . . . . . . . . . . . . . . . . . . . . . 45
Section 9. Certain Definitions . . . . . . . . . . . . . . . . 46
Section 10. Survival of Indemnification and Advancement
of Expenses . . . . . . . . . . . . . . . . . . . 47
Section 11. Limitation on Indemnification . . . . . . . . . . . 47
Section 12. Indemnification of Employees and Agents . . . . . . 48

ARTICLE IX - AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . 48
Section 1. Amendments . . . . . . . . . . . . . . . . . . . . 48
Section 2. Entire Board of Directors . . . . . . . . . . . . . 49

AMENDED AND RESTATED

BY-LAWS

SWWT, INC.

(hereinafter called the "Corporation")

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the
Corporation shall be in the City of Dover, County of Kent, State of
Delaware.

Section 2. Other Offices. The Corporation may also have offices
at such other places, both within and without the State of Delaware, as the
Board of Directors may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. Meetings of the stockholders for
the election of directors or for any other purpose shall be held at such
time and place, either within or without the State of Delaware, as shall be
designated from time to time by the Board of Directors and stated in the
notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. The annual meetings of stockholders
shall be held on such date and at such time as shall be designated from
time to time by the Board of Directors and stated in the notice of the
meeting, at which meetings the stockholders shall elect directors, and
transact such other business as may properly be brought before the meeting.
Written notice of the annual meeting stating the place, date and hour of
the meeting shall be given to each stockholder entitled to vote at such
meeting not less than ten nor more than sixty days before the date of the
meeting.

Section 3. Special Meetings. Unless otherwise prescribed by law
or by the certificate of incorporation of the Corporation, as amended and
restated from time to time (the "Certificate of Incorporation"), special
meetings of stockholders, for any purpose or purposes, may be called by
either (i) the Chairman of the Board of Directors, (ii) the President, or
(iii) the Board of Directors. Such request shall state the purpose or
purposes of the proposed meeting. At a special meeting of the
stockholders, only such business shall be conducted as shall be specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors. Written notice of a special meeting
stating the place, date and hour of the meeting and the purpose or purposes
for which the meeting is called shall be given not less than ten nor more
than sixty days before the date of the meeting to each stockholder entitled
to vote at such meeting.

Section 4. Quorum. Except as otherwise required by law or by the
Certificate of Incorporation, the holders of a majority of the capital
stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at all meetings
of the stockholders for the transaction of business. A quorum, once
established, shall not be broken by the withdrawal of enough votes to leave
less than a quorum. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled
to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present
or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder entitled to vote at the meeting not less than ten
nor more than sixty days before the date of the meeting.

Section 5. Proxies. Any stockholder entitled to vote may do so in
person or by his or her proxy appointed by an instrument in writing
subscribed by such stockholder or by his or her attorney thereunto
authorized, delivered to the Secretary of the meeting; provided, however,
that no proxy shall be voted or acted upon after three years from its date,
unless said proxy provides for a longer period. Without limiting the
manner in which a stockholder may authorize another person or persons to
act for him or her as proxy, either of the following shall constitute a
valid means by which a stockholder may grant such authority:

(1) A stockholder may execute a writing
authorizing another person or persons to act for him or her as proxy.
Execution may be accomplished by the stockholder or his or her
authorized officer, director, employee or agent signing such writing
or causing his or her signature to be affixed to such writing by any
reasonable means, including, but not limited to, by facsimile
signature.

(2) A stockholder may authorize another person or
persons to act for him or her as proxy by transmitting or authorizing
the transmission of a telegram or other means of electronic
transmission to the person who will be the holder of the proxy or to a
proxy solicitation firm, proxy support service organization or like
agent duly authorized by the person who will be the holder of the
proxy to receive such transmission, provided that any such telegram or
other means of electronic transmission must either set forth or be
submitted with information from which it can be determined that the
telegram or other electronic transmission was authorized by the
stockholder.

Any copy, facsimile telecommunication or other reliable reproduction of the
writing or transmission authorizing another person or persons to act as
proxy for a stockholder may be substituted or used in lieu of the original
writing or transmission for any and all purposes for which the original
writing or transmission could be used; provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of
the entire original writing or transmission.

Section 6. Voting. At all meetings of the stockholders at which a
quorum is present, except as otherwise required by law, the Certificate of
Incorporation or these By-Laws, any question brought before any meeting of
stockholders shall be decided by the affirmative vote of the holders of a
majority of the total number of votes of the capital stock present in
person or represented by proxy and entitled to vote on such question,
voting as a single class. The Board of Directors, in its discretion, or
the officer of the Corporation presiding at a meeting of stockholders, in
his or her discretion, may require that any votes cast at such meeting
shall be cast by written ballot.

Section 7. Nature of Business at Meetings of Stockholders. No
business may be transacted at an annual meeting of stockholders, other than
business that is either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors
(or any duly authorized committee thereof), (b) otherwise properly brought
before the annual meeting by or at the direction of the Board of Directors
(or any duly authorized committee thereof) or (c) otherwise properly
brought before the annual meeting by any stockholder of the Company (i) who
is a stockholder of record on the date of the giving of the notice provided
for in this Section 7 and on the record date for the determination of
stockholders entitled to vote at such annual meeting and (ii) who complies
with the notice procedures set forth in this Section 7.

In addition to any other applicable requirements, for business to
be properly brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form to
the Secretary of the Company.

To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of
the Company not less than sixty (60) days nor more than ninety (90) days
prior to the anniversary date of the immediately preceding annual meeting
of stockholders; provided, however, that in the event that the annual
meeting is called for a date that is not within thirty (30) days before or
after such anniversary date, notice by the stockholder in order to be
timely must be so received not later than the close of business on the
tenth (10th) day following the day on which such notice of the date of the
annual meeting was mailed or such public disclosure of the date of the
annual meeting was made, whichever first occurs.

To be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder proposes to
bring before the annual meeting (i) a brief description of the business
desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and record
address of such stockholder, (iii) the class or series and number of shares
of capital stock of the Company which are owned beneficially or of record
by such stockholder, (iv) a description of all arrangements or
understandings between such stockholder and any other person or persons
(including their names) in connection with the proposal of such business by
such stockholder and any material interest of such stockholder in such
business and (v) a representation that such stockholder intends to appear
in person or by proxy at the annual meeting to bring such business before
the meeting.

No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in
accordance with the procedures set forth in this Section 7, provided,
however, that, once business has been properly brought before the annual
meeting in accordance with such procedures, nothing in this Section 7 shall
be deemed to preclude discussion by any stockholder of any such business.
If the Chairman of an annual meeting determines that business was not
properly brought before the annual meeting in accordance with the foregoing
procedures, the Chairman shall declare to the meeting that the business was
not properly brought before the meeting and such business shall not be
transacted.

Section 8. List of Stockholders Entitled to Vote. The officer of
the Corporation who has charge of the stock ledger of the Corporation shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged
in alphabetical order, and showing the address of each stockholder and the
number of shares registered in the name of each stockholder. Such list
shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at
least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder of the Corporation who is present.

Section 9. Stock Ledger. The stock ledger of the Corporation
shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list required by Section 8 of this Article II
or the books of the Corporation, or to vote in person or by proxy at any
meeting of stockholders.

Section 10. Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or entitled to receive payment
of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action, the Board
of Directors may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted by the
Board of Directors and which record date: (1) in the case of determination
of stockholders entitled to vote at any meeting of stockholders or
adjournment thereof, shall not be more than sixty nor less than ten days
before the date of such meeting; and (2) in the case of any other action,
shall not be more than sixty days prior to such other action. If no record
date is fixed: (1) the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the
day on which the meeting is held; and (2) the record date for determining
stockholders for any other purpose shall be at the close of business on the
day on which the Board of Directors adopts the resolution relating thereto.
A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date
for the adjourned meeting.

Section 11. Inspectors of Election. In advance of any meeting of
stockholders, the Board by resolution or the Chairman or President shall
appoint one or more inspectors of election to act at the meeting and make a
written report thereof. One or more other persons may be designated as
alternate inspectors to replace any inspector who fails to act. If no
inspector or alternate is present, ready and willing to act at a meeting of
stockholders, the Chairman of the meeting shall appoint one or more
inspectors to act at the meeting. Unless otherwise required by law,
inspectors may be officers, employees or agents of the Corporation. Each
inspector, before entering upon the discharge of his or her duties, shall
take and sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of his or her ability. The
inspector shall have the duties prescribed by law and shall take charge of
the polls and, when the vote is completed, shall make a certificate of the
result of the vote taken and of such other facts as may be required by law.

Section 12. Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the Certificate of Incorporation, any action required
or permitted to be taken at any Annual or Special Meeting of Stockholders
of the Corporation, may be taken without a meeting, without prior notice
and without a vote, if a consent or consents in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the
Corporation by delivery to its registered office in the State of Delaware,
its principal place of business, or an officer or agent of the corporation
having custody of the book in which proceedings of meetings of stockholders
are recorded. Delivery made to the Corporation's registered office shall
be by hand or by certified or registered mail, return receipt requested.
Every written consent shall bear the date of signature of each stockholder
who signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty days of the
earliest dated consent delivered in the manner required by this Section 12
to the Corporation, written consents signed by a sufficient number of
holders to take action are delivered to the Corporation by delivery to its
registered office in the state of Delaware, its principal place of
business, or an officer or agent of the Corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. Prompt
notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing and who, if the action had been taken at a meeting,
would have been entitled to notice of the meeting if the record date for
such meeting had been the date that written consents signed by a sufficient
number of holders to take the action were delivered to the Corporation as
provided above in this section.

ARTICLE III

DIRECTORS

Section 1. Number and Election of Directors. The Board of
Directors shall consist of not less than three nor more than twenty-five
members, the exact number of which shall be determined from time to time by
resolution adopted by the Board of Directors. Except as provided in
Section 3 of this Article III, directors shall be elected by the
stockholders at the annual meetings of stockholders, and each director so
elected shall hold office until such director's successor is duly elected
and qualified, or until such director's death, or until such director's
earlier resignation or removal. Directors need not be stockholders. The
directors shall be divided into three classes, designated Class I, Class II
and Class III. Each class shall consist, as nearly as may be possible, of
one-third of the total number of directors constituting the entire Board of
Directors; provided, however, that in the event that the total number of
directors is not divisible by three, remaining directors after even
division among the three classes shall be apportioned among the classes
beginning with the class with the longest remaining term. The initial
division of the Board of Directors into classes shall be made by the
decision of the affirmative vote of a majority of the entire Board of
Directors. The term of the initial Class I directors shall terminate on
the date of the 2001 annual meeting; the term of the initial Class II
directors shall terminate on the date of the 2002 annual meeting; and the
term of the initial Class III directors shall terminate on the date of the
2003 annual meeting. At each succeeding annual meeting of stockholders
beginning in 2001, successors to the class of directors whose term expires
at that annual meeting shall be elected for a three-year term. If the
number of directors is changed, any increase or decrease shall be
apportioned among the classes so as to maintain the number of directors in
each class as nearly equal as possible, and any additional director of any
class elected to fill a vacancy resulting from an increase in such class
shall hold office for a term that shall coincide with the remaining term of
that class, but in no case will a decrease in the number of directors
shorten the term of any incumbent director.

Section 2. Nomination of Directors. Only persons who are
nominated in accordance with the following procedures shall be eligible for
election as directors of the Company, except as may be otherwise provided
in the Certificate of Incorporation with respect to the right of holders of
preferred stock of the Corporation to nominate and elect a specified number
of directors in certain circumstances. Nominations of persons for election
to the Board of Directors may be made at any annual meeting of
stockholders, or at any special meeting of stockholders called for the
purpose of electing directors, (a) by or at the direction of the Board of
Directors (or any duly authorized committee thereof) or (b) by any
stockholder of the Company (i) who is a stockholder of record on the date
of the giving of the notice provided for in this Section 2 and on the
record date for the determination of stockholders entitled to vote at such
meeting and (ii) who complies with the notice procedures set forth in this
Section 2.

In addition to any other applicable requirements, for a nomination
to be made by a stockholder, such stockholder must have given timely notice
thereof in proper written form to the Secretary of the Company.

To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of
the Company (a) in the case of an annual meeting, not less than sixty (60)
days nor more than ninety (90) days prior to the anniversary date of the
immediately preceding annual meeting of stockholders; provided, however,
that in the event that the annual meeting is called for a date that is not
within thirty (30) days before or after such anniversary date, notice by
the stockholder in order to be timely must be so received not later than
the close of business on the tenth (10th) day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made, whichever first
occurs; and (b) in the case of a special meeting of stockholders called for
the purpose of electing directors, not later than the close of business on
the tenth (10th) day following the day on which notice of the date of the
special meeting was mailed or public disclosure of the date of the special
meeting was made, whichever first occurs.

To be in proper written form, a stockholder's notice to the
Secretary must set forth (a) as to each person whom the stockholder
proposes to nominate for election as a director (i) the name, age, business
address and residence address of the person, (ii) the principal occupation
or employment of the person, (iii) the class or series and number of shares
of capital stock of the Company which are owned beneficially or of record
by the person and (iv) any other information relating to the person that
would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for
election of directors pursuant to Section 14 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the rules and regulations
promulgated thereunder; and (b) as to the stockholder giving the notice (i)
the name and record address of such stockholder, (ii) the class or series
and number of shares of capital stock of the Company which are owned
beneficially or of record by such stockholder, (iii) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by
proxy at the meeting to nominate the persons named in its notice and (v)
any other information relating to such stockholder that would be required
to be disclosed in a proxy statement or other filings required to be made
in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a written
consent of each proposed nominee to being named as a nominee and to serve
as a director if elected.

No person shall be eligible for election as a director of the
Company unless nominated in accordance with the procedures set forth in
this Section 2. If the Chairman of the meeting determines that a
nomination was not made in accordance with the foregoing procedures, the
Chairman shall declare to the meeting that the nomination was defective and
such defective nomination shall be disregarded.

Section 3. Vacancies. Subject to the terms of any one or more
classes or series of preferred stock, any vacancy on the Board of Directors
that results from an increase in the number of directors may be filled by a
majority of the directors then in office, provided that a quorum is
present, and any other vacancy occurring on the Board of Directors may be
filled by a majority of the Board of Directors then in office, even if less
than a quorum, or by a sole remaining director. Notwithstanding the
foregoing, whenever the holders of any one or more class or classes or
series of preferred stock of the Corporation shall have the right, voting
separately as a class, to elect directors at an annual or special meeting
of stockholders, the election, term of office, filling of vacancies and
other features of such directorships shall be governed by the Certificate
of Incorporation.

Section 4. Duties and Powers. The business of the Corporation
shall be managed by or under the direction of the Board of Directors which
may exercise all such powers of the Corporation and do all such lawful acts
and things as are not by statute or by the Certificate of Incorporation or
by these By-Laws required to be exercised or done by the stockholders.

Section 5. Organization. At each meeting of the Board of
Directors, the Chairman of the Board of Directors, or, in his or her
absence, a director chosen by a majority of the directors present, shall
act as Chairman. The Secretary of the Corporation shall act as Secretary
at each meeting of the Board of Directors. In case the Secretary shall be
absent from any meeting of the Board of Directors, an Assistant Secretary
shall perform the duties of Secretary at such meeting; and in the absence
from any such meeting of the Secretary and all the Assistant Secretaries,
the Chairman of the meeting may appoint any person to act as Secretary of
the meeting.

Section 6. Resignations and Removals of Directors. Any director
of the Corporation may resign at any time, by giving written notice to the
Chairman of the Board of Directors, the President or the Secretary of the
Corporation. Such resignation shall take effect at the time therein
specified or, if no time is specified, immediately; and, unless otherwise
specified in such notice, the acceptance of such resignation shall not be
necessary to make it effective. Except as otherwise required by law and
subject to the rights, if any, of the holders of shares of preferred stock
then outstanding, any director or the entire Board of Directors may be
removed from office at any time, but only for cause, and only by the
affirmative vote of the holders of at least a majority in voting power of
the issued and outstanding capital stock of the Corporation entitled to
vote in the election of directors.

Section 7. Meetings. The Board of Directors of the Corporation
may hold meetings, both regular and special, either within or without the
State of Delaware. Regular meetings of the Board of Directors may be held
at such time and at such place as may from time to time be determined by
the Board of Directors and, unless required by resolution of the Board of
Directors, without notice. Special meetings of the Board of Directors may
be called by the Chairman of the Board of Directors, the Vice Chairman, if
there be one, or a majority of the directors then in office. Notice
thereof stating the place, date and hour of the meeting shall be given to
each director either by mail not less than forty-eight (48) hours before
the date of the meeting, by telephone, facsimile or telegram on twenty-four
(24) hours' notice, or on such shorter notice as the person or persons
calling such meeting may deem necessary or appropriate in the
circumstances.

Section 8. Quorum. Except as may be otherwise required by law,
the Certificate of Incorporation or these By-Laws, at all meetings of the
Board of Directors, a majority of the entire Board of Directors shall
constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors. If a quorum shall not be
present at any meeting of the Board of Directors, the directors present
thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting of the time and place of the adjourned
meeting, until a quorum shall be present.

Section 9. Actions of Board. Unless otherwise provided by the
Certificate of Incorporation or these By-Laws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all the members of the
Board of Directors or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee.

Section 10. Meetings by Means of Conference Telephone. Unless
otherwise provided by the Certificate of Incorporation or these By-Laws,
members of the Board of Directors of the Corporation, or any committee
designated by the Board of Directors, may participate in a meeting of the
Board of Directors or such committee by means of a conference telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section 10 shall constitute presence in person at
such meeting.

Section 11. Committees. The Board of Directors may, by resolution
passed by a majority of the entire Board of Directors, designate one or
more committees, each committee to consist of one or more of the directors
of the Corporation. The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of any such committee. In the
absence or disqualification of a member of a committee, and in the absence
of a designation by the Board of Directors of an alternate member to
replace the absent or disqualified member, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he
or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any absent or
disqualified member. Any committee, to the extent permitted by law and
provided in the resolution establishing such committee, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation. Each committee
shall keep regular minutes and report to the Board of Directors when
required.

Section 12. Compensation. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary, or such other emoluments as the Board of
Directors shall from time to time determine. No such payment shall
preclude any director from serving the Corporation in any other capacity
and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee
meetings.

Section 13. Interested Directors. No contract or transaction
between the Corporation and one or more of its directors or officers, or
between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be
void or voidable solely for this reason, or solely because the director or
officer is present at or participates in the meeting of the Board of
Directors or committee thereof which authorizes the contract or
transaction, or solely because such person's or their votes are counted for
such purpose if (i) the material facts as to such person's or their
relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and the
Board of Directors or committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum;
or (ii) the material facts as to such person's or their relationship or
interest and as to the contract or transaction are disclosed or are known
to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or ratified, by the
Board of Directors, a committee thereof or the stockholders. Common or
interested directors may be counted in determining the presence of a quorum
at a meeting of the Board of Directors or of a committee which authorizes
the contract or transaction.

ARTICLE IV

OFFICERS

Section 1. General. The officers of the Corporation shall be
chosen by the Board of Directors and shall be a President, a Secretary and
a Treasurer. The Board of Directors, in its discretion, may also choose a
Chairman of the Board of Directors (who must be a director) and one or more
Vice Presidents, Assistant Secretaries, Assistant Treasurers and other
officers. Any number of offices may be held by the same person, unless
otherwise prohibited by law, the Certificate of Incorporation or these By-
Laws. The officers of the Corporation need not be stockholders of the
Corporation nor, except in the case of the Chairman of the Board of
Directors, need such officers be directors of the Corporation.

Section 2. Election. The Board of Directors at its first meeting
held after each Annual Meeting of Stockholders shall elect the officers of
the Corporation who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from
time to time by the Board of Directors; and all officers of the Corporation
shall hold office until their successors are chosen and qualified, or until
their earlier resignation or removal. Any officer elected by the Board of
Directors may be removed at any time by the affirmative vote of a majority
of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors. The salaries of all
officers of the Corporation shall be fixed by the Board of Directors.

Section 3. Voting Securities Owned by the Corporation. Powers of
attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be executed
in the name of and on behalf of the Corporation by the President or any
Vice President and any such officer may, in the name of and on behalf of
the Corporation, take all such action as any such officer may deem
advisable to vote in person or by proxy at any meeting of security holders
of any corporation in which the Corporation may own securities and at any
such meeting shall possess and may exercise any and all rights and power
incident to the ownership of such securities and which, as the owner
thereof, the Corporation might have exercised and possessed if present.
The Board of Directors may, by resolution, from time to time confer like
powers upon any other person or persons.

Section 4. Chairman of the Board of Directors. The Chairman of
the Board of Directors, if there be one, shall preside at all meetings of
the stockholders and of the Board of Directors. [The Chairman of the Board
of Directors shall be the Chief Executive Officer of the Corporation, and]
except where by law the signature of the President is required, the
Chairman of the Board of Directors shall possess the same power as the
President to sign all contracts, certificates and other instruments of the
Corporation which may be authorized by the Board of Directors. During the
absence or disability of the President, the Chairman of the Board of
Directors shall exercise all the powers and discharge all the duties of the
President. The Chairman of the Board of Directors shall also perform such
other duties and may exercise such other powers as from time to time may be
assigned to him or her by these By-Laws or by the Board of Directors.

Section 5. President. The President shall, subject to the control
of the Board of Directors and, if there be one, the Chairman of the Board
of Directors, have general supervision of the business of the Corporation
and shall see that all orders and resolutions of the Board of Directors are
carried into effect. The President shall execute all bonds, mortgages,
contracts and other instruments of the Corporation requiring a seal, under
the seal of the Corporation, except where required or permitted by law to
be otherwise signed and executed and except that the other officers of the
Corporation may sign and execute documents when so authorized by these By-
Laws, the Board of Directors or the President. In the absence or
disability of the Chairman of the Board of Directors, or if there be none,
the President shall preside at all meetings of the stockholders and the
Board of Directors. [If there be no Chairman of the Board of Directors,]
the President shall be the Chief Executive Officer of the Corporation. The
President shall also perform such other duties and may exercise such other
powers as from time to time may be assigned to him or her by these By-Laws
or by the Board of Directors.

Section 6. Vice Presidents. At the request of the President or in
his or her absence or in the event of his or her inability or refusal to
act (and if there be no Chairman of the Board of Directors), the Vice
President or the Vice Presidents if there is more than one (in the order
designated by the Board of Directors) shall perform the duties of the
President, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. Each Vice President shall
perform such other duties and have such other powers as the Board of
Directors from time to time may prescribe. If there be no Chairman of the
Board of Directors and no Vice President, the Board of Directors shall
designate the officer of the Corporation who, in the absence of the
President or in the event of the inability or refusal of the President to
act, shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President.

Section 7. Secretary. The Secretary shall attend all meetings of
the Board of Directors and all meetings of stockholders and record all the
proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for the standing committees when
required. The Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the
Board of Directors or President, under whose supervision the Secretary
shall be. If the Secretary shall be unable or shall refuse to cause to be
given notice of all meetings of the stockholders and special meetings of
the Board of Directors, and if there be no Assistant Secretary, then either
the Board of Directors or the President may choose another officer to cause
such notice to be given. The Secretary shall have custody of the seal of
the Corporation and the Secretary or any Assistant Secretary, if there be
one, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by the signature of the Secretary
or by the signature of any such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal
of the Corporation and to attest the affixing by his or her signature. The
Secretary shall see that all books, reports, statements, certificates and
other documents and records required by law to be kept or filed are
properly kept or filed, as the case may be.

Section 8. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit
of the Corporation in such depositories as may be designated by the Board
of Directors. The Treasurer shall disburse the funds of the Corporation as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of
Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all transactions as Treasurer and of the financial
condition of the Corporation. If required by the Board of Directors, the
Treasurer shall give the Corporation a bond in such sum and with such
surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of the office of Treasurer and for
the restoration to the Corporation, in case of the Treasurer's death,
resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in the Treasurer's
possession or under control of the Treasurer belonging to the Corporation.

Section 9. Assistant Secretaries. Except as may be otherwise
provided in these By-Laws, Assistant Secretaries, if there be any, shall
perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the President, any Vice
President, if there be one, or the Secretary, and in the absence of the
Secretary or in the event of his or her disability or refusal to act, shall
perform the duties of the Secretary, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Secretary.

Section 10. Assistant Treasurers. Assistant Treasurers, if there
be any, shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors, the President, any Vice
President, if there be one, or the Treasurer, and in the absence of the
Treasurer or in the event of the Treasurer's disability or refusal to act,
shall perform the duties of the Treasurer, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the
Treasurer. If required by the Board of Directors, an Assistant Treasurer
shall give the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the
faithful performance of the duties of the office of Assistant Treasurer and
for the restoration to the Corporation, in case of the Assistant
Treasurer's death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in the
Assistant Treasurer's possession or under control of the Assistant
Treasurer belonging to the Corporation.

Section 11. Other Officers. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from
time to time may be assigned to them by the Board of Directors. The Board
of Directors may delegate to any other officer of the Corporation the power
to choose such other officers and to prescribe their respective duties and
powers.

ARTICLE V

STOCK

Section 1. Form of Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate signed, in the name of
the Corporation, (i) by the Chairman of the Board of Directors, the
President or a Vice President and (ii) by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the Corporation,
certifying the number of shares owned by such holder of stock in the
Corporation.

Section 2. Signatures. Any or all of the signatures on a
certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon
a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if such person were such officer,
transfer agent or registrar at the date of issue.

Section 3. Lost, Destroyed, Stolen or Mutilated Certificates. The
Board of Directors may direct a new certificate to be issued in place of
any certificate theretofore issued by the Corporation alleged to have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate, the Board of
Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or such person's legal representative, to advertise the same
in such manner as the Board of Directors shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any
claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

Section 4. Transfers. Stock of the Corporation shall be
transferable in the manner prescribed by law and in these By-Laws.
Transfers of stock shall be made on the books of the Corporation only by
the person named in the certificate or by such person's attorney lawfully
constituted in writing and upon the surrender of the certificate therefor,
properly endorsed for transfer and payment of all necessary transfer taxes;
provided, however, that such surrender and endorsement or payment of taxes
shall not be required in any case in which the officers of the Corporation
shall determine to waive such requirement. Every certificate exchanged,
returned or surrendered to the Corporation shall be marked "Cancelled,"
with the date of cancellation, by the Secretary or Assistant Secretary of
the Corporation or the transfer agent thereof. No transfer of stock shall
be valid as against the Corporation for any purpose until it shall have
been entered in the stock records of the Corporation by an entry showing
from and to whom transferred.

Section 5. Transfer and Registry Agents. The Corporation may from
time to time maintain one or more transfer offices or agencies and registry
offices or agencies at such place or places as may be determined from time
to time by the Board of Directors.

Section 6. Beneficial Owners. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to
hold liable for calls and assessments a person registered on its books as
the owner of shares, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof,
except as otherwise provided by law.

ARTICLE VI

NOTICES

Section 1. Notices. Whenever written notice is required by law,
the Certificate of Incorporation or these By-Laws, to be given to any
director, member of a committee or stockholder, such notice may be given by
mail, addressed to such director, member of a committee or stockholder, at
such person's address as it appears on the records of the Corporation, with
postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Written
notice may also be given personally or by telegram, facsimile, telex or
cable.

Section 2. Waivers of Notice.

(a) Whenever any notice is required by law, the Certificate of
Incorporation or these By-Laws, to be given to any director, member of a
committee or stockholder, a waiver thereof in writing, signed, by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting, present by person or represented by proxy, shall
constitute a waiver of notice of such meeting, except where the person
attends the meeting for the express purpose of objecting at the beginning
of the meeting to the transaction of any business because the meeting is
not lawfully called or convened.

(b) Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the stockholders, directors or
members of a committee of directors need be specified in any written waiver
of notice unless so required by law, the Certificate of Incorporation or
these By-Laws.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Subject to the requirements of the GCL and
the provisions of the Certificate of Incorporation, dividends upon the
capital stock of the Corporation may be declared by the Board of Directors
at any regular or special meeting of the Board of Directors, and may be
paid in cash, in property, or in shares of the Corporation's capital stock.
Before payment of any dividend, there may be set aside out of any funds of
the Corporation available for dividends such sum or sums as the Board of
Directors from time to time, in its absolute discretion, deems proper as a
reserve or reserves to meet contingencies, or for purchasing any of the
shares of capital stock, warrants, rights, options, bonds, debentures,
notes, scrip or other securities or evidences of indebtedness of the
Corporation, or for equalizing dividends, or for repairing or maintaining
any property of the Corporation, or for any other proper purpose, and the
Board of Directors may modify or abolish any such reserve.

Section 2. Disbursements. All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or
such other person or persons as the Board of Directors may from time to
time designate.

Section 3. Fiscal Year. The fiscal year of the Corporation shall
be fixed by resolution of the Board of Directors.

Section 4. Corporate Seal. The corporate seal shall have
inscribed thereon the name of the Corporation, the year of its organization
and the words "Corporate Seal, Delaware". The seal may be used by causing
it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.

ARTICLE VIII

INDEMNIFICATION

Section 1. Power to Indemnify in Actions, Suits or Proceedings
Other than Those by or in the Right of the Corporation. Subject to Section
3 of this Article VIII, the Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the Corporation) by reason of the fact that such person is or was a
director or officer of the Corporation, or is or was a director or officer
of the Corporation serving at the request of the Corporation as a director
or officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding if such person acted in good faith and
in a manner such person reasonably believed to be in or not opposed to the
best interests of the Corporation, and, with respect to any criminal action
or proceeding, such person had no reasonable cause to believe his or her
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that such
person did not act in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.

Section 2. Power to Indemnify in Actions, Suits or Proceedings by
or in the Right of the Corporation. Subject to Section 3 of this Article
VIII, the Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment
in its favor by reason of the fact that such person is or was a director or
officer of the Corporation, or is or was a director or officer of the
Corporation serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including attorneys' fees) actually and reasonably incurred by such person
in connection with the defense or settlement of such action or suit if such
person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the Corporation; except
that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

Section 3. Authorization of Indemnification. Any indemnification
under this Article VIII (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination
that indemnification of the director or officer is proper in the
circumstances because such person has met the applicable standard of
conduct set forth in Section 1 or Section 2 of this Article VIII, as the
case may be. Such determination shall be made (i) by a majority vote of
the directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (ii) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written
opinion, or (iii) by the stockholders. To the extent, however, that a
director or officer of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding described above, or
in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith, without the
necessity of authorization in the specific case.

Section 4. Good Faith Defined. For purposes of any determination
under Section 3 of this Article VIII, a person shall be deemed to have
acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Corporation, or, with
respect to any criminal action or proceeding, to have had no reasonable
cause to believe his or her conduct was unlawful, if such person's action
is based on the records or books of account of the Corporation or another
enterprise, or on information supplied to such person by the officers of
the Corporation or another enterprise in the course of their duties, or on
the advice of legal counsel for the Corporation or another enterprise or on
information or records given or reports made to the Corporation or another
enterprise by an independent certified public accountant or by an appraiser
or other expert selected with reasonable care by the Corporation or another
enterprise. The term "another enterprise" as used in this Section 4 shall
mean any other corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise of which such person is or was
serving at the request of the Corporation as a director, officer, employee
or agent. The provisions of this Section 4 shall not be deemed to be
exclusive or to limit in any way the circumstances in which a person may be
deemed to have met the applicable standard of conduct set forth in Section
1 or 2 of this Article VIII, as the case may be.

Section 5. Indemnification by a Court. Notwithstanding any
contrary determination in the specific case under Section 3 of this Article
VIII, and notwithstanding the absence of any determination thereunder, any
director or officer may apply to the Court of Chancery of the State of
Delaware or any other court of competent jurisdiction in the State of
Delaware for indemnification to the extent otherwise permissible under
Sections 1 and 2 of this Article VIII. The basis of such indemnification
by a court shall be a determination by such court that indemnification of
the director or officer is proper in the circumstances because such person
has met the applicable standards of conduct set forth in Section 1 or 2 of
this Article VIII, as the case may be. Neither a contrary determination in
the specific case under Section 3 of this Article VIII nor the absence of
any determination thereunder shall be a defense to such application or
create a presumption that the director or officer seeking indemnification
has not met any applicable standard of conduct. Notice of any application
for indemnification pursuant to this Section 5 shall be given to the
Corporation promptly upon the filing of such application. If successful,
in whole or in part, the director or officer seeking indemnification shall
also be entitled to be paid the expense of prosecuting such application.

Section 6. Expenses Payable in Advance. Expenses incurred by a
director or officer in defending or investigating a threatened or pending
action, suit or proceeding shall be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation as authorized in this Article
VIII.

Section 7. Nonexclusivity of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by or
granted pursuant to this Article VIII shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of
expenses may be entitled under the Certificate of Incorporation or any By-
Law, agreement, contract, vote of stockholders or disinterested directors
or pursuant to the direction (howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action in such person's official
capacity and as to action in another capacity while holding such office, it
being the policy of the Corporation that indemnification of the persons
specified in Section 1 and 2 of this Article VIII shall be made to the
fullest extent permitted by law. The provisions of this Article VIII shall
not be deemed to preclude the indemnification of any person who is not
specified in Section 1 or 2 of this Article VIII but whom the Corporation
has the power or obligation to indemnify under the provisions of the GCL,
or otherwise.

Section 8. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director or officer of
the Corporation, or is or was a director or officer of the Corporation
serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against any liability asserted
against such person and incurred by such person in any such capacity, or
arising out of such person's status as such, whether or not the Corporation
would have the power or the obligation to indemnify such person against
such liability under the provisions of this Article VIII.

Section 9. Certain Definitions. For purposes of this Article
VIII, references to "the Corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority
to indemnify its directors or officers, so that any person who is or was a
director or officer of such constituent corporation, or is or was a
director or officer of such constituent corporation serving at the request
of such constituent corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, shall stand in the same position under the
provisions of this Article VIII with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued. For purposes of this
Article VIII, references to "fines" shall include any excise taxes assessed
on a person with respect to an employee benefit plan; and references to
"serving at the request of the Corporation" shall include any service as a
director, officer, employee or agent of the Corporation which imposes
duties on, or involves services by, such director or officer with respect
to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner such person reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
Article VIII.

Section 10. Survival of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VIII shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs, executors
and administrators of such a person.

Section 11. Limitation on Indemnification. Notwithstanding
anything contained in this Article VIII to the contrary, except for
proceedings to enforce rights to indemnification (which shall be governed
by Section 5 hereof), the Corporation shall not be obligated to indemnify
any director or officer (or his or her heirs, executors or personal or
legal representatives) or advance expenses in connection with a proceeding
(or part thereof) initiated by such person unless such proceeding (or part
thereof) was authorized or consented to by the Board of Directors of the
Corporation.

Section 12. Indemnification of Employees and Agents. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and to the advancement of
expenses to employees and agents of the Corporation similar to those
conferred in this Article VIII to directors and officers of the
Corporation.

ARTICLE IX

AMENDMENTS

Section 1. Amendments. These By-Laws may be altered, amended or
repealed, in whole or in part, or new By-Laws may be adopted by the Board
of Directors or by the stockholders as provided in the Certificate of
Incorporation.

Section 2. Entire Board of Directors. As used in this Article IX
and in these By-Laws generally, the term "entire Board of Directors" means
the total number of directors which the Corporation would have if there
were no vacancies.

EXHIBIT C

MAY 2000

SWWT, INC.
2000 STOCK INCENTIVE PLAN

Section 1. PURPOSE OF PLAN

The name of this plan is the SWWT, Inc. 2000 Stock Incentive Plan
(the "Plan"). The Plan was adopted by the Board (as hereinafter defined)
on May 9, 2000 and approved by the stockholders of the Company (as
hereinafter defined) on _____ ___, 2000. The purpose of the Plan is to
provide additional incentive to those officers, employees, nonemployee
directors and consultants of the Company and its Subsidiaries (as
hereinafter defined) whose contributions are essential to the growth and
success of the Company's business, in order to strengthen the commitment of
such persons to the Company and its Subsidiaries, motivate such persons to
faithfully and diligently perform their responsibilities and attract and
retain competent and dedicated persons whose efforts will result in the
long-term growth and profitability of the Company. To accomplish such
purposes, the Plan provides that the Company may grant Incentive Stock
Options, Nonqualified Stock Options, Restricted Stock and Restricted Stock
Units and Other Awards (each as hereinafter defined). The Plan is
intended, to the extent applicable, to satisfy the requirements of section
162(m) of the Code (as hereinafter defined) and shall be interpreted in a
manner consistent with the requirements thereof.

SECTION 2. DEFINITIONS.

For purposes of the Plan, the following terms shall be defined as
set forth below:

(a) "Administrator" means the Board, or if and to the extent the
Board does not administer the Plan, the Committee in accordance with
Section 3 hereof.

(b) "Award" means an award of Incentive Stock Options,
Nonqualified Stock Options, Restricted Stock, Restricted Stock Units or
Other Awards under the Plan.

(c) "Award Agreement" means, with respect to each Award, the
written agreement between the Company and the Participant setting forth
the terms and conditions of the Award.

(d) "Board" means the Board of Directors of the Company.

(e) "Cause" means (1) the continued failure by the Participant
substantially to perform his or her duties and obligations to the Company,
including without limitation repeated refusal to follow the reasonable
directions of the employer, knowing violation of law in the course of
performance of the duties of Participant's employment with the Company,
repeated absences from work without a reasonable excuse, and intoxication
with alcohol or illegal drugs while on the Company's premises during
regular business hours (other than any such failure resulting from his or
her incapacity due to physical or mental illness); (2) fraud or material
dishonesty against the Company; (3) a conviction or plea of guilty or nolo
contendre for the commission of a felony or a crime involving material
dishonesty; or (4) the failure to meet reasonable, preestablished
performance goals. Determination of Cause shall be made by the
Administrator in its sole discretion.

(f) "Change in Capitalization" means any increase, reduction, or
change or exchange of Shares for a different number or kind of shares or
other securities or property by reason of a reclassification,
recapitalization, merger, consolidation, reorganization, issuance of
warrants or rights, stock dividend, stock split or reverse stock split,
combination or exchange of shares, repurchase of shares, change in
corporate structure or otherwise; or any other corporate action, such as
declaration of a special dividend, that affects the capitalization of the
Company.

(g) "Change in Control" means the first to occur of any one of
the events set forth in the following paragraphs:

(i) any Person (other than one or more Excluded Persons) is or
becomes the "Beneficial Owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of
securities of the Company (not including in the securities
Beneficially Owned by such Person any securities acquired
directly from the Company) representing 30% or more of the
Company's then outstanding securities, excluding any
Person who becomes such a Beneficial Owner in connection
with a transaction described in clause (A) of paragraph
(iii) hereof; or

(ii) the following individuals cease for any reason to
constitute a majority of the number of directors then
serving: individuals who, on August 31, 2000, constitute
the Board of Directors and any new director (other than a
director whose initial assumption of office is in
connection with an actual or threatened election contest,
including but not limited to a consent solicitation,
relating to the election of directors of the Company)
whose appointment or election by the Board of Directors or
nomination for election by the Company's stockholders was
approved or recommended by a vote of at least two-thirds
(2/3) of the directors then still in office who either
were directors on August 31, 2000 or whose appointment,
election or nomination for election was previously so
approved or recommended; or

(iii) there is consummated a merger or consolidation of the
Company with any other corporation other than (A) a merger
or consolidation which results in the directors of the
Company immediately prior to such merger or consolidation
continuing to constitute at least a majority of the board
of directors of the Company, the surviving entity or any
parent thereof, or (B) a merger or consolidation effected
to implement a recapitalization of the Company (or similar
transaction) in which no Person (other than one or more
Excluded Persons) is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not
including in the securities Beneficially Owned by such
Person any securities acquired directly from the Company)
representing 30% or more of the combined voting power of
the Company's then outstanding securities; or

(iv) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is
consummated an agreement for the sale or disposition by
the Company of all or substantially all of the Company's
assets, other than a sale or disposition by the Company of
all or substantially all of the Company's assets to an
entity at least a majority of the board of directors of
which comprises individuals who were directors of the
Company immediately prior to such sale or disposition.

(h) "Code" means the Internal Revenue Code of 1986, as amended
from time to time, or any successor thereto.

(i) "Committee" means any committee or subcommittee the Board
may appoint to administer the Plan. If at any time or to any extent the
Board shall not administer the Plan, then the functions of the
Administrator specified in the Plan shall be exercised by the Committee.
The composition of the Committee shall at all times consist solely of
persons who are (i) "Nonemployee Directors" as defined in Rule 16b-3
issued under the Exchange Act, and (ii) unless otherwise determined by the
Board, "outside directors" as defined in section 162(m) of the Code.

(j) "Common Stock" means the common stock, par value $.001 per
share, of the Company.

(k) "Company" means SWWT, Inc., a Delaware corporation (or any
successor corporation).

(l) "Disability" means (1) any physical or mental condition that
would qualify a Participant for a disability benefit under any long- term
disability plan maintained by the Company; (2) when used in connection
with the exercise of an Incentive Stock Option following termination of
employment, disability within the meaning of section 22(e)(3) of the Code;
or (3) such other condition as may be determined in the sole discretion of
the Administrator to constitute Disability.

(m) "Eligible Recipient" means an officer, director, employee,
consultant or advisor of the Company or of any Parent or Subsidiary.

(n) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time.

(o) "Excluded Person" shall mean any stockholder of the Company
who is the Beneficial Owner of more than 5% of the Common Stock (including
Common Stock issuable upon the conversion or exercise of any other equity
security of the Company) as of the Effective Date and any of their
respective affiliates.

(p) "Exercise Price" means the per share price at which a holder
of an Option may purchase the Shares issuable upon exercise of the Option.

(q) "Fair Market Value" as of a particular date shall mean the
fair market value of a share of Common Stock as determined by the
Administrator in its sole discretion; provided that (i) if the Common
Stock is admitted to trading on a national securities exchange, fair
market value of a share of Common Stock on any date shall be the closing
sale price reported for such share on such exchange on the last day
preceding such date on which a sale was reported, (ii) if the Common Stock
is admitted to quotation on the National Association of Securities Dealers
Automated Quotation ("Nasdaq") System or other comparable quotation system
and has been designated as a National Market System ("NMS") security, fair
market value of a share of Common Stock on any date shall be the closing
sale price reported for such share on such system on the last date
preceding such date on which a sale was reported, or (iii) if the Common
Stock is admitted to quotation on the Nasdaq System but has not been
designated as an NMS security, fair market value of a share of Common
Stock on any date shall be the average of the highest bid and lowest asked
prices of such share on such system on the last date preceding such date
on which both bid and ask prices were reported.

(r) "Immediate Family" means any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law or
sister-in-law, including adoptive relationships of the Participant; trusts
for the benefit of such immediate family members; or partnerships in which
such immediate family members are the only partners.

(s) "Incentive Stock Option" shall mean an Option that is an
"incentive stock option" within the meaning of section 422 of the Code, or
any successor provision, and that is designated by the Committee as an
Incentive Stock Option.

(t) "Nonqualified Stock Option" means any Option that is not an
Incentive Stock Option, including any Option that provides (as of the time
such Option is granted) that it will not be treated as an Incentive Stock
Option.

(u) "Option" means an Incentive Stock Option, a Nonqualified
Stock Option, or either or both of them, as the context requires.

(v) "Other Award" means an Award granted pursuant to Section 13
hereof.

(w) "Parent" means any corporation (other than the Company) in
an unbroken chain of corporations ending with the Company, if each of the
corporations in the chain (other than the Company) owns stock possessing
50% or more of the combined voting power of all classes of stock in one of
the other corporations in the chain.

(x) "Participant" means any Eligible Recipient selected by the
Administrator, pursuant to the Administrator's authority in Section 3
hereof, to receive grants of Options or awards of Restricted Stock,
Restricted Stock Units or Other Awards. A Participant who receives the
grant of an Option is sometimes referred to herein as "Optionee."

(y) "Person" shall have the meaning given in Section 3(a)(9) of
the Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof, except that such term shall not include (i) the Company or any of
its subsidiaries, (ii) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any of its Affiliates,
(iii) an underwriter temporarily holding securities pursuant to an
offering of such securities, or (iv) a corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.

(z) "Restricted Stock" means Shares subject to certain
restrictions granted pursuant to Section 7 hereof.

(aa) "Restricted Stock Units" means the right to receive in cash
or Shares the Fair Market Value of a Share of Company Stock granted
pursuant to Section 7 hereof.

(ab) "Shares" means shares of Common Stock and any successor
security.

(ac) "Subsidiary" means any corporation (other than the Company)
in an unbroken chain of corporations beginning with the Company, if each
of the corporations (other than the last corporation) in the unbroken
chain owns stock possessing 50% or more of the total combined voting power
of all classes of stock in one of the other corporations in the chain.

Section 2. ADMINISTRATION.

(a) The Plan shall be administered by the Board or, at the
Board's sole discretion, by the Committee, which shall serve at the
pleasure of the Board. Pursuant to the terms of the Plan, the
Administrator shall have the power and authority, without limitation:

(i) to select those Eligible Recipients who shall be
Participants;

(ii) to determine whether and to what extent Options
or awards of Restricted Stock, Restricted Stock Units or Other
Awards are to be granted hereunder to Participants;

(iii) to determine the number of Shares to be covered
by each Award granted hereunder;

(iv) to determine the terms and conditions, not
inconsistent with the terms of the Plan, of each Award granted
hereunder;

(v) to determine the terms and conditions, not
inconsistent with the terms of the Plan, which shall govern all
written instruments evidencing Options or awards of Restricted
Stock, Restricted Stock Units or Other Awards granted hereunder;

(vi) to adopt, alter and repeal such administrative
rules, guidelines and practices governing the Plan as it shall
from time to time deem advisable; and

(vii) to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any Award Agreement
relating thereto), and to otherwise supervise the administration
of the Plan.

(b) The Administrator may, in its absolute discretion, without
amendment to the Plan, (i) accelerate the date on which any Option granted
under the Plan becomes exercisable, waive or amend the operation of Plan
provisions respecting exercise after termination of employment or
otherwise adjust any of the terms of such Option, and (ii) accelerate the
lapse of restrictions, or waive any condition imposed hereunder, with
respect to any share of Restricted Stock or Restricted Stock Unit or
otherwise adjust any of the terms applicable to any such Award; provided
that no action under this Section 2(b) shall adversely affect any
outstanding Award without the consent of the holder thereof.

(c) All decisions made by the Administrator pursuant to the
provisions of the Plan shall be final, conclusive and binding on all
persons, including the Company and the Participants. No member of the
Board or the Committee, nor any officer or employee of the Company acting
on behalf of the Board or the Committee, shall be personally liable for
any action, determination, or interpretation taken or made in good faith
with respect to the Plan, and all members of the Board or the Committee
and each and any officer or employee of the Company acting on their behalf
shall, to the extent permitted by law, be fully indemnified and protected
by the Company in respect of any such action, determination or
interpretation.

Section 3. SHARES RESERVED FOR ISSUANCE UNDER THE PLAN.

(a) The total number of shares of Common Stock reserved and
available for issuance under the Plan shall be 16,800,000 Shares. Such
Shares may consist, in whole or in part, of authorized and unissued Shares
or treasury shares.

(b) To the extent that (i) an Option expires or is otherwise
cancelled or terminated without being exercised, or (ii) any Shares
subject to any award of Restricted Stock, Restricted Stock Units or Other
Awards are forfeited, such Shares shall again be available for issuance in
connection with future Awards granted under the Plan. If any Shares have
been pledged as collateral for indebtedness incurred by a Participant in
connection with the exercise of an Option and such Shares are returned to
the Company in satisfaction of such indebtedness, such Shares shall again
be available for issuance in connection with future Awards granted under
the Plan.

(c) From and after the date that the Plan is intended to comply
with the requirements of Section 162(m) of the Code, the aggregate number
of Shares with respect to which Awards may be granted to any individual
Optionee during any fiscal year shall not exceed 8,300,000.

Section 4. EQUITABLE ADJUSTMENTS

(a) In the event of any Change in Capitalization, an equitable
substitution or proportionate adjustment shall be made in (i) the
aggregate number and/or kind of shares of common stock reserved for
issuance under the Plan, (ii) the kind, number and/or option price of
shares of stock or other property subject to outstanding Options granted
under the Plan, and (iii) the kind, number and/or purchase price of shares
of stock or other property subject to outstanding awards of Restricted
Stock, Restricted Stock Units and Other Awards granted under the Plan, in
each case as may be determined by the Administrator, in its sole
discretion. Such other equitable substitutions or adjustments shall be
made as may be determined by the Administrator, in its sole discretion.
Without limiting the generality of the foregoing, in connection with a
Change in Capitalization, the Administrator may provide, in its sole
discretion, for the cancellation of any outstanding Awards in exchange for
payment in cash or other property of the Fair Market Value of the Shares
covered by such Awards reduced, in the case of Options, by the exercised
price thereof.

Section 5. ELIGIBILITY.

The Participants under the Plan shall be selected from time to
time by the Administrator, in its sole discretion, from among Eligible
Recipients. The Administrator shall have the authority to grant to any
Eligible Recipient Incentive Stock Options, Nonqualified Stock Options,
Restricted Stock, Restricted Stock Units or Other Awards, provided that
directors of the Company or any Parent or Subsidiary who are not also
employees of the Company or of any Parent or Subsidiary, and consultants or
advisors to the Company or to any Parent or Subsidiary may not be granted
Incentive Stock Options.

Section 6. OPTIONS.

(a) General. Options may be granted alone or in addition to
other Awards granted under the Plan. Any Option granted under the Plan
shall be evidenced by an Award Agreement in such form as the Administrator
may from time to time approve. The provisions of each Option need not be
the same with respect to each Participant. Participants who are granted
Options shall enter into an Award Agreement with the Company, in such form
as the Administrator shall determine, which Award Agreement shall set
forth, among other things, the Exercise Price of the Option, the term of
the Option and provisions regarding exercisability of the Option granted
thereunder. The Options granted under the Plan may be of two types: (i)
Incentive Stock Options and (ii) Nonqualified Stock Options. To the extent
that any Option does not qualify as an Incentive Stock Option, it shall
constitute a separate Nonqualified Stock Option. More than one Option may
be granted to the same Participant and be outstanding concurrently
hereunder. Options granted under the Plan shall be subject to the terms
and conditions set forth in paragraphs (b)-(l) of this Section 6 and shall
contain such additional terms and conditions, not inconsistent with the
terms of the Plan, as the Administrator shall deem desirable.

(b) Exercise Price. The per share Exercise Price of Shares
purchasable under an Option shall be determined by the Administrator in
its sole discretion at the time of grant but shall not, in the case of
Incentive Stock Options, be less than 100% of the Fair Market Value per
Share on such date (110% of the Fair Market Value per Share on such date
if, on such date, the Eligible Recipient owns (or is deemed to own under
the Code) stock possessing more than ten percent (a "Ten Percent Owner")
of the total combined voting power of all classes of Common Stock).

(c) Option Term. The term of each Option shall be fixed by the
Administrator, but no Option shall be exercisable more than ten years
after the date such Option is granted. If, the Eligible Participant is a
Ten Percent Owner, an Incentive Stock Option may not be exercisable after
the expiration of five years from the date such Incentive Stock Option is
granted.

(d) Exercisability. Options shall be exercisable at such time or
times and subject to such terms and conditions, including the attainment
of preestablished corporate performance goals, as shall be determined by
the Administrator in the Award Agreement or after the time of grant,
provided that no action under this Section 6(d) following the time of
grant shall adversely affect any outstanding Option without the consent of
the holder thereof. The Administrator may also provide that any Option
shall be exercisable only in installments, and the Administrator may waive
such installment exercise provisions at any time, in whole or in part,
based on such factors as the Administrator may determine in its sole
discretion.

(e) Early Exercise. The Administrator may provide at the time of
grant or any time thereafter, in its sole discretion, that any Option
shall be exercisable with respect to Shares that otherwise would not then
be exercisable, provided that, in connection with such exercise, the
Optionee enters into a form of Restricted Stock Award Agreement approved
by the Administrator.

(f) Method of Exercise. Options may be exercised in whole or in
part by giving written notice of exercise to the Company specifying the
number of Shares to be purchased, accompanied by payment in full of the
aggregate Exercise Price of the Shares so purchased in cash or its
equivalent, as determined by the Administrator. As determined by the
Administrator, in its sole discretion, payment in whole or in part may
also be made (i) by means of any cashless exercise procedure approved by
the Administrator, (ii) in the form of unrestricted Shares or Restricted
Stock already owned by the Optionee which, (x) in the case of unrestricted
Shares acquired upon exercise of an option, have been owned by the
Optionee for more than six months on the date of surrender, and (y) has a
Fair Market Value on the date of surrender equal to the aggregate option
price of the Shares as to which such Option shall be exercised, provided
that, in the case of an Incentive Stock Option, the right to make payment
in the form of already owned Shares or Restricted Stock may be authorized
only at the time of grant, (iii) loans pursuant to paragraph (i) of this
Section 6, (iv) any other form of consideration approved by the
Administrator and permitted by applicable law or (v) any combination of
the foregoing. If payment of the Exercise Price is made in whole or in
part in the form of Restricted Stock, the Shares received upon the
exercise of such Option shall be restricted in accordance with the
original terms of the Restricted Stock award in question, except that the
Administrator may direct that such restrictions shall apply only to that
number of Shares equal to the number of Shares surrendered upon the
exercise of such Option.

(g) Rights as Stockholder. An Optionee shall have no rights to
dividends or any other rights of a stockholder with respect to the Shares
subject to the Option until the Optionee has given written notice of
exercise, has paid in full for such Shares, has satisfied the requirements
of Section 11 hereof and, if requested, has given the representation
described in paragraph (b) of Section 12 hereof.

(h) Loans. The Company or any Parent or Subsidiary may make
loans available to Optionees in connection with the exercise of
outstanding Options. Such loans shall (i) be evidenced by promissory notes
entered into by the Optionees in favor of the Company or any Parent or
Subsidiary, (ii) bear interest at the applicable federal interest rate or
such other rate as the Administrator shall determine, (iii) be subject to
such other terms and conditions, not inconsistent with the Plan, as the
Administrator shall determine, and (iv) be subject to Board approval (or
to approval by the Administrator to the extent the Board may delegate such
authority). In no event may the principal amount of any such loan exceed
the aggregate Exercise Price less the par value (if any) of the Shares
covered by the Option, or portion thereof, exercised by the holder. Unless
the Administrator determines otherwise, when a loan is made, Shares having
an aggregate Fair Market Value at least equal to the principal amount of
the loan shall be pledged by the Optionee to the Company as security for
payment of the unpaid balance of the loan, and such pledge shall be
evidenced by a pledge agreement, the terms of which shall be determined by
the Administrator, in its sole discretion; provided that each loan shall
comply with all applicable laws, regulations and rules of the Board of
Governors of the Federal Reserve System and any other governmental agency
having jurisdiction.

(i) Nontransferability of Options. The Optionee shall not be
permitted to sell, transfer, pledge or assign any Option other than by
will and the laws of descent and distribution and all Options shall be
exercisable during the Participant's lifetime only by the Participant, in
each case, except as set forth in the following two sentences. During an
Optionee's lifetime, the Administrator may, in its discretion, permit the
transfer, assignment or other encumbrance of an outstanding Option if such
Option is a Nonqualified Stock Option or an Incentive Stock Option that
the Administrator and the Participant intend to change to a Nonqualified
Stock Option. Subject to the approval of the Administrator and to any
conditions that the Administrator may prescribe, an Optionee may, upon
providing written notice to the Company, elect to transfer any or all
Options described in the preceding sentence (i) to members of his or her
Immediate Family, provided that no such transfer by any Participant may be
made in exchange for consideration, or (ii) by instrument to an inter
vivos or testamentary trust in which the Options are to be passed to
beneficiaries upon the death of the Participant.

(j) Termination of Employment or Service. If an Optionee's
employment with or service as a director, consultant or advisor to the
Company or to any Parent or Subsidiary terminates for any other reason
than Cause, (i) Options granted to such Participant, to the extent that
they are exercisable at the time of such termination, shall remain
exercisable until the date set forth in the Award Agreement, or such later
date as is otherwise determined by the Administrator, but in no event
shall such exercise period be less than 30 days after such termination
(six months in the case of termination by reason of death or Disability),
on which date they shall expire, and (ii) Options granted to such
Optionee, to the extent that they were not exercisable at the time of such
termination, shall expire on the date of such termination. Notwithstanding
the foregoing, no Option shall be exercisable after the expiration of its
term. In the event of the termination of an Optionee's employment for
Cause, all outstanding Options granted to such Participant shall expire on
the date of such termination.

(k) Acceleration of Exercise Date Upon Change in Control. Upon
the occurrence of a Change in Control, each Option granted under the Plan
and outstanding at such time shall become fully and immediately
exercisable.

(l) Limitation on Incentive Stock Options. To the extent that
the aggregate Fair Market Value of Shares with respect to which Incentive
Stock Options are exercisable for the first time by an Optionee during any
calendar year under the Plan and any other stock option plan of the
Company shall exceed $100,000, such Options shall be treated as
Nonqualified Stock Options. Such Fair Market Value shall be determined as
of the date on which each such Incentive Stock Option is granted.

Section 7. RESTRICTED STOCK AND RESTRICTED STOCK UNITS.

(a) General. Awards of Restricted Stock and Restricted Stock
Units may be issued either alone or in addition to other Awards granted
under the Plan and shall be evidenced by an Award Agreement. The
Administrator shall determine the Eligible Recipients to whom, and the
time or times at which, Awards of Restricted Stock and Restricted Stock
Units shall be made; the number of Shares and/or Units to be awarded; the
price, if any, to be paid by the Participant for the acquisition of
Restricted Stock; and the Restricted Period (as defined in Section 7(d))
applicable to awards of Restricted Stock and Restricted Stock Units. The
provisions of the awards of Restricted Stock or Restricted Stock Units
need not be the same with respect to each Participant.

(b) Purchase Price. The price per Share, if any, that a
Recipient must pay for Shares purchasable under an award of Restricted
Stock shall be determined by the Administrator in its sole discretion at
the time of grant.

(c) Awards and Certificates. The prospective recipient of an
Award of Restricted Stock shall not have any rights with respect to any
such Award, unless and until such recipient has executed an Award
Agreement evidencing the Award and delivered a fully executed copy thereof
to the Company, within such period as the Administrator may specify after
the award date. Each Participant who is granted an award of Restricted
Stock shall be issued a stock certificate in respect of such shares of
Restricted Stock, which certificate shall be registered in the name of the
Participant and shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to any such Award; provided that
the Company may require that the stock certificates evidencing Restricted
Stock granted hereunder be held in the custody of the Company until the
restrictions thereon shall have lapsed, and that, as a condition of any
award of Restricted Stock, the Participant shall have delivered a stock
power, endorsed in blank, relating to the Shares covered by such Award.

(d) Nontransferability. The Awards of Restricted Stock and
Restricted Stock Units granted pursuant to this Section 7 shall be subject
to the restrictions on transferability set forth in this paragraph (d).
During such period as may be set by the Administrator in the Award
Agreement (the "Restricted Period"), the Participant shall not be
permitted to sell, transfer, pledge, hypothecate or assign shares of
Restricted Stock or Restricted Stock Units awarded under the Plan except
by will or the laws of descent and distribution; provided that the
Administrator may, in its sole discretion, provide for the lapse of such
restrictions in installments and may accelerate or waive such restrictions
in whole or in part based on such factors and such circumstances as the
Administrator may determine in its sole discretion. The Administrator may
also impose such other restrictions and conditions, including the
achievement of preestablished corporate performance goals, on awarded
Restricted Stock and Restricted Stock Units as it deems appropriate. In no
event shall the Restricted Period end with respect to a Restricted Stock
Award or Restricted Stock Unit Award prior to the satisfaction by the
Participant of any liability arising under Section 11 hereof. Any attempt
to dispose of any Restricted Shares in contravention of any such
restrictions shall be null and void and without effect.

(e) Rights as a Stockholder. Except as provided in Section 7(c),
the Participant shall possess all incidents of ownership with respect to
Shares of Restricted Stock during the Restricted Period, including the
right to receive or reinvest dividends with respect to such Shares and to
vote such Shares. Certificates for unrestricted Shares shall be delivered
to the Participant promptly after, and only after, the Restricted Period
shall expire without forfeiture in respect of such awards of Restricted
Stock except as the Administrator, in its sole discretion, shall otherwise
determine. A Participant who is awarded Restricted Stock Units shall
posses no incidents of ownership with respect to the Units, provided that
the Award Agreement may provide for payments in lieu of dividends to such
Participant.

(f) Termination of Employment. The rights of Participants
granted Awards of Restricted Stock or Restricted Stock Units upon
termination of employment or service as a director, consultant or advisor
to the Company or to any Parent or Subsidiary for any reason during the
Restricted Period shall be set forth in the Award Agreement governing such
Awards. The purchase price for Shares repurchased pursuant to the Award
Agreement shall be no less than price paid by the Participant and may be
paid by cancellation of any indebtedness of the Participant to the
Company. The repurchase option shall lapse at a rate determined by the
Administrator.

(g) Early Exercise Options. The Administrator shall award
Restricted Stock to a Participant upon the Participant's early exercise of
an Option under Section 6(c) hereof. Unless otherwise determined by the
Administrator, the lapse of restrictions with respect to such Restricted
Stock shall occur on the same schedule as the Option for which the
Restricted Stock was exercised.

(h) Loans. In the sole discretion of the Administrator, loans
may be made to Participants in connection with the purchase of Restricted
Stock under substantially the same terms and conditions as provided in
Section 7(i) of the Plan with respect to the exercise of Options.

(i) Effect of Change in Control. Upon the occurrence of a Change
in Control, all outstanding Shares of Restricted Stock and all Restricted
Stock Units which have not theretofore vested shall immediately vest and
all restrictions on such Shares shall immediately lapse.

Section 8. OTHER AWARDS.

Other forms of Awards ("Other Awards") valued in whole or in part by
reference to, or otherwise based on, Common Stock may be granted either
alone or in addition to other Awards under the Plan. Subject to the
provisions of the Plan, the Administrator shall have sole and complete
authority to determine the persons to whom and the time or times at which
such Other Awards shall be granted, the number of Shares to be granted
pursuant to such Other Awards and all other conditions of such Other
Awards.

Section 9. AMENDMENT AND TERMINATION.

The Board may amend, alter or discontinue the Plan, but no
amendment, alteration, or discontinuation shall be made that would impair
the rights of a Participant under any Award theretofore granted without
such Participant's consent. Unless the Board determines otherwise, the
Board shall obtain approval of the Company's stockholders for any amendment
that would require such approval in order to satisfy the requirements of
section 162(m), section 422 of the Code, stock exchange rules or other
applicable law. The Administrator may amend the terms of any Award
theretofore granted, prospectively or retroactively, but, subject to
Section 4 of Plan, no such amendment shall impair the rights of any
Participant without his or her consent.

Section 10. UNFUNDED STATUS OF PLAN.

The Plan is intended to constitute an "unfunded" plan for
incentive compensation. With respect to any payments not yet made to a
Participant by the Company, nothing contained herein shall give any such
Participant any rights that are greater than those of a general creditor of
the Company.

Section 11. WITHHOLDING TAXES.

Whenever cash is to be paid pursuant to an Award, the Company shall
have the right to deduct therefrom an amount sufficient to satisfy any
federal, state and local withholding tax requirements related thereto.
Whenever Shares are to be delivered pursuant to an Award, the Company shall
have the right to require the Participant to remit to the Company in cash
an amount sufficient to satisfy any federal, state and local withholding
tax requirements related thereto. With the approval of the Administrator,
a Participant may satisfy the foregoing requirement by electing to have the
Company withhold from delivery Shares or by delivering already owned
Shares, in each case, having a value equal to the minimum amount of tax
required to be withheld. Such shares shall be valued at their Fair Market
Value on the date of which the amount of tax to be withheld is determined.
Fractional share amounts shall be settled in cash. Such a election may be
made with respect to all or any portion of the shares to be delivered
pursuant to an Award.

Section 12. GENERAL PROVISIONS.

(a) Shares shall not be issued pursuant to the exercise of any
Award granted hereunder unless the exercise of such Award and the issuance
and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities
Act of 1933, as amended, the Exchange Act and the requirements of any
stock exchange upon which the Common Stock may then be listed, and shall
be further subject to the approval of counsel for the Company with respect
to such compliance.

(b) The Administrator may require each person acquiring Shares
to represent to and agree with the Company in writing that such person is
acquiring the Shares without a view to distribution thereof. The
certificates for such Shares may include any legend that the Administrator
deems appropriate to reflect any restrictions on transfer.

(c) All certificates for Shares delivered under the Plan shall
be subject to such stock-transfer orders and other restrictions as the
Administrator may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange
upon which the Common Stock may then be listed, and any applicable federal
or state securities law, and the Administrator may cause a legend or
legends to be placed on any such certificates to make appropriate
reference to such restrictions.

(d) Nothing contained in the Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to
stockholder approval, if such approval is required; and such arrangements
may be either generally applicable or applicable only in specific cases.
The adoption of the Plan shall not confer upon any Eligible Recipient any
right to continued employment or service with the Company or any Parent or
Subsidiary, as the case may be, nor shall it interfere in any way with the
right of the Company or any Parent or Subsidiary to terminate the
employment or service of any of its Eligible Recipients at any time.

Section 13. STOCKHOLDER APPROVAL; EFFECTIVE DATE OF PLAN.

(a) The grant of any Award hereunder shall be contingent upon
stockholder approval of the Plan being obtained within 12 months before or
after the date the Board adopts the Plan.

(b) Subject to the approval of the Plan by the stockholders of
the Company within twelve (12) months before or after the date the Plan is
adopted by the Board, the Plan shall be effective as of May 9, 2000 (the
"Effective Date").

Section 14. TERM OF PLAN.

No Award shall be granted pursuant to the Plan on or after the
tenth anniversary of the Effective Date, but Awards theretofore granted may
extend beyond that date.