ARTICLES OF INCORPORATION

                 AMENDED AND RESTATED CERTIFICATE OF DESIGNATION
                                     OF THE
                      SERIES A CONVERTIBLE PREFERRED STOCK
                          (Par Value $0.001 Per Share)

                                       OF

                          AMERICAN RACING CAPITAL, INC.

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                       Pursuant to Section 78.1955 of the
                             Nevada Revised Statutes

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      The undersigned duly authorized officer of American Racing Capital,  Inc.,
a corporation  organized  and existing  under the Nevada  Revised  Statutes (the
"Company"),  in accordance with the provisions of Section 78.1955 thereof,  DOES
HEREBY CERTIFY that the following  resolution,  was duly adopted by the Board of
Directors of the Company,  by unanimous written consent,  pursuant to the Nevada
Revised Statutes as of January 24, 2006:

      WHEREAS,  by filing of a Certificate of Designation on October 14, 2005, a
series of Preferred  Stock,  par value $0.001 per share,  of the Corporation was
created and designated Series A Convertible Preferred Stock, and the designation
and  amount   thereof  and  the  voting   powers,   preferences   and  relative,
participating,  optional and other special  rights of the shares of such series,
and the qualifications,  limitations or restrictions  thereof set forth therein;
and

      WHEREAS,  the Corporation  wishes to amend and restate such Certificate of
Designation to correct a clerical error in the Conversion Rate.

      RESOLVED,  that the Certificate of Designation of the Series A Convertible
Preferred  Stock is hereby  amended,  and the designation and amount thereof and
the voting powers,  preferences and relative,  participating,  options and other
special rights of the shares of such series, and the qualifications, limitations
or restrictions thereof are as follows:

1.    Designation and Rank.

      1.1.  Designation.  This  resolution  shall provide for a single series of
Preferred  Stock,  the  designation  of which  shall be  "Series  A  Convertible
Preferred  Stock," par value $0.001 per share (the "Series A Preferred  Stock").
The number of authorized shares constituting the Series A Preferred Stock is Two
Million  (2,000,000).  The  Series A  Preferred  Stock  will have a  liquidation
preference as determined in Section 4.1 below.


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      1.2.   Rank.   With  respect  to  the  payment  of  dividends   and  other
non-liquidation  distributions on the capital stock of the Company, the Series A
Preferred  Stock shall rank: (i) senior to the common stock of the Company,  par
value $0.001 per share (the "Common Stock"),  (ii) senior to each other class or
series of stock of the Company  that by its terms  ranks  junior to the Series A
Preferred  Stock,  or makes no reference to rank,  as to payment of dividends or
non-liquidation distributions,  whether such series and classes are now existing
or are created in the future,  (iii) on a parity with each other class or series
of stock of the  Company  that by its terms  ranks on a parity with the Series A
Preferred  Stock as to payment of  dividends or  non-liquidation  distributions,
whether  such series and  classes are now  existing or are created in the future
and (iv) junior to each other  class or series of stock of the  Company  that by
its terms ranks senior to the Series A Preferred Stock,  whether such series and
classes are now existing or are created in the future.

2.    Dividends.

      2.1.  Dividends or  Distributions.  The holders of  outstanding  shares of
Series A Preferred  Stock shall be entitled to receive  dividends  on a pro rata
basis according to their holding of shares when, as and if declared by the Board
of  Directors  out of any assets of the  Company at the time  legally  available
therefor  (adjusted for stock splits or  combinations  of the Series A Preferred
Stock,   stock   dividends  paid  in  and  on  Series  A  Preferred   Stock,  or
recapitalizations  or any other  similar  transactions  that have the  effect of
increasing or decreasing the number of shares  represented  by each  outstanding
share of Series A Preferred Stock), per fiscal year (the "Stated Dividend"). The
right to  dividends or  distributions  provided in this Section 2.1 shall not be
cumulative  and no right shall accrue to holders of Series A Preferred  Stock by
reason of the fact that  dividends on said shares have not been  declared in any
prior year, nor shall any declared and unpaid dividends bear or accrue interest.

3.    Voting Rights.

      3.1.  General.  The holders of shares of Series A Preferred  Stock  shall,
subject to  applicable  law,  vote  together  with the  holders of shares of the
Common  Stock on a "as  converted  basis" as a single class on all matters to be
voted on by the  stockholders of the Company.  Each holder of Series A Preferred
Stock shall be  entitled  to one vote for each share of Common  Stock into which
the Series A Preferred Stock held by such holder is then convertible.

4.    Liquidation Rights.

      4.1. Liquidation Preference. Upon any liquidation, dissolution, or winding
up  of  the  Company,   whether  voluntary  or  involuntary   (collectively,   a
"Liquidation"),  before any  distribution or payment shall be made to any of the
holders of Common  Stock,  the  holders  of Series A  Preferred  Stock  shall be
entitled to receive  out of the assets of the Company an amount  equal to $0.001
per share of Series A  Preferred  Stock plus all  accrued  but unpaid  dividends
thereof  (as   adjusted   for  any  stock   dividends,   combinations,   splits,
recapitalizations  and the like with respect to such  shares) (the  "Liquidation
Amount") for each share of Series A Preferred Stock held by them.


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      4.2. Pro Rata  Distribution.  If, upon any Liquidation,  the assets of the
Company  shall be  insufficient  to pay the  Liquidation  Amount  in full to all
holders of Series A  Preferred  Stock then the entire net assets of the  Company
shall be distributed  among the holders of the Series A Preferred  Stock ratably
in proportion to the full amounts to which they would  otherwise be respectively
entitled and such  distributions may be made in cash or in property taken at its
fair value (as determined in good faith by the Company's Board of Directors), or
both, at the election of the Company's Board of Directors.

      4.3.  Distributions in Excess of Liquidation Amount. After payment in full
of the  Liquidation  Amount,  the assets of the Company  legally  available  for
distribution,  if any,  shall be  distributed  ratably to the  holders of Common
Stock.

      4.4.  Liquidation  Event.  For purposes of this  Section 4, a  Liquidation
shall  be  deemed  to  be  occasioned  by or to  include  the  sale  of  all  or
substantially  all of the Company's  assets or a transaction that results in the
holders of the  outstanding  voting stock of the Company holding less than fifty
percent  (50%) of the voting stock of the  surviving  entity (an  "Extraordinary
Transaction").

5.    Conversion of Series A Preferred Stock into Common Stock.

      The holders of Series A Preferred  Stock shall have  conversion  rights as
follows:

      5.1.  Right to  Convert.  The holder of any  shares of Series A  Preferred
Stock  shall have the right,  at his  option,  at any time and from time to time
from the date of  issuance  of such  shares,  to convert all or a portion of the
Series A  Preferred  Stock held by such  holder such that each share of Series A
Preferred  Stock  shall be  convertible  into three  hundred  (300)  fully paid,
non-assessable  shares of Common Stock (the  "Conversion  Rate").  Upon any such
conversion,  any declared but unpaid  dividends shall be paid by the Company out
of funds legally available therefor.

      5.2.  Mechanics of  Conversion.  The right of conversion  herein  provided
shall be exercised by any holder of Series A Preferred  Stock by giving  written
notice that such holder  elects to convert a stated number of shares of Series A
Preferred  Stock  into  Common  Stock  and  by  surrender  of a  certificate  or
certificates  (if  certificates of Series A Preferred Stock have been issued) of
the shares of Series A Preferred  Stock to be so converted to the Company at its
principal  office at any time  during its usual  business  hours on the date set
forth  in  such  notice,   together  with  a  statement  of  the  name(s)  (with
address(es))  in which the  certificate(s)  for shares of Common  Stock shall be
issued.  To the extent permitted by law, such conversion shall be deemed to have
been  effected as of the close of business on the date on which the  certificate
or  certificates  for such  share or  shares  shall  have  been  surrendered  as
aforesaid or if no share certificates were issued as of the close of business on
the date notice of such conversion is given to the Company.


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<PAGE>

      5.3. Adjustment for Stock Splits, Common Stock Dividends and Combinations.
If  outstanding  shares of the Common Stock of the Company  shall be  subdivided
into a  greater  number  of  shares,  or a  dividend  in  Common  Stock or other
securities of the Company  convertible into or exchangeable for Common Stock (in
which  latter  event the  number of shares  of Common  Stock  issuable  upon the
conversion  or  exchange  of such  securities  shall  be  deemed  to  have  been
distributed)  shall be paid in respect to the Common Stock of the  Company,  the
Series A Conversion Rate shall,  simultaneously  with the  effectiveness of such
subdivision  or  immediately  after  the  record  date  of  such  dividend,   be
proportionately  increased, and conversely,  if outstanding shares of the Common
Stock of the Company  shall be  combined  into a smaller  number of shares,  the
Series A Conversion Rate in effect  immediately  prior to such combination shall
simultaneously  with the effectiveness of such combination,  be  proportionately
reduced.

      5.4. Adjustment for Other  Distributions.  In the event the Company at any
time or from  time to time  shall  make or issue,  or fix a record  date for the
determination of holders of Common Stock entitled to receive a dividend or other
distribution  payable in  securities  of the Company other than shares of Common
Stock or securities  convertible into or exchangeable for Common Stock, then and
in each such  event,  provision  shall be made so that the  holders  of Series A
Preferred Stock shall receive upon conversion thereof, in addition to the number
of shares of Common Stock receivable thereupon,  the amount of securities to the
Company which they would have  received had their Series A Preferred  Stock been
converted into Common Stock on the date of such event and had thereafter, during
the period from the date of such event to and including the date of  conversion,
retained such  securities  receivable  by them as aforesaid  during such period,
giving  application to all adjustments  called for during such period under this
Section  5.4 with  respect  to the rights of the  holders of Series A  Preferred
Stock.

      5.5.  Reorganizations.  In case of (a) any capital  reorganization  or any
reclassification  of the  Common  Stock  (other  than  as a  result  of a  stock
dividend,  a subdivision or combination of shares provided for elsewhere in this
Section 5 or any Extraordinary Transaction, or (b) the merger,  consolidation or
reorganization  of the  Company  into or with  another  entity  through one or a
series of related  transactions  that is not an Extraordinary  Transaction,  the
holders of the Series A Preferred Stock shall thereafter be entitled to receive,
and provision  shall be made  therefor in any agreement  relating to such event,
upon conversion of the Series A Preferred  Stock,  the kind and number of shares
of Common Stock or other  securities or property  (including cash) to which such
holders of Series A Preferred  Stock  would have been  entitled if they had held
the number of shares of Common Stock into which the Series A Preferred Stock was
convertible  immediately  prior to such event,  and in any such case appropriate
adjustment  shall be made in the application of the provisions  herein set forth
with respect to the rights and interests thereafter of the holders of the Series
A  Preferred  Stock,  to the end that the  provisions  set  forth  herein  shall
thereafter be  applicable,  as nearly as  reasonably  may be, in relation to any
shares, other securities,  or property thereafter  receivable upon conversion of
the Series A Preferred  Stock.  Any adjustment made pursuant to this Section 5.5
shall become effective at the time as which such event becomes effective.

      5.6. No Impairment.  The Company will not, by amendment of its Articles of
Incorporation or through any reorganization,  transfer of assets, consolidation,
merger,  dissolution,  issuance  or sale of  securities  or any other  voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
to be observed or  performed  hereunder  by the Company but will at all times in
good faith assist in the carrying  out of all the  provisions  of this Section 5
and in the taking of all such action as may be necessary or appropriate in order
to protect the conversion  rights of the holders of the Series A Preferred Stock
against impairment.


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      5.7.  Issuer  Taxes.  The  Company  shall pay any and all issuer and other
taxes  that may be payable  in  respect  of any issue or  delivery  of shares of
Common Stock upon  conversion of the Series A Preferred  Stock pursuant  hereto;
provided,  however,  that the Company shall not be obligated to pay any transfer
taxes resulting from any transfer requested by any holder in connection with any
such conversion.

      5.8. Fractional Shares. No fractional shares of Common Stock may be issued
upon  conversion  of Series A  Preferred  Stock.  All  shares  of  Common  Stock
(including fractions thereof) issuable upon conversion of more than one share of
Series A Preferred Stock by a holder thereof shall be aggregated for purposes of
determining  whether  the  conversion  would  result  in  the  issuance  of  any
fractional share. If, after the aforementioned aggregation, the conversion would
result in the issuance of any fractional  share,  the Company shall,  in lieu of
issuing any  fractional  share,  pay cash equal to the product of such  fraction
multiplied by the Common  Stock's fair market value (as determined in good faith
by the Board of Directors) on the date of conversion.

      5.9.  Notices.  Any notice  required by the  provisions  of this Section 5
shall be in  writing  and shall be deemed  effective  given:  (i) upon  personal
delivery  to the party to be  notified,  (ii) when  sent by  confirmed  telex or
facsimile if sent during normal business hours of the recipient; if not, then on
the next business day,  (iii) five (5) days after having been sent by registered
or certified mail, return receipt  requested,  postage prepaid,  or (iv) one (1)
day after deposit with a nationally  recognized  overnight  courier,  specifying
next day delivery,  with written  verification of receipt.  All notices shall be
addressed  to each holder of record at the address of such holder  appearing  on
the books of the Company.

6.    Miscellaneous.

      6.1.  Headings of Subdivisions.  The headings of the various  subdivisions
hereof  are  for  convenience  of  reference  only  and  shall  not  affect  the
interpretation of any of the provisions hereof.

      6.2. Severability of Provisions. If any right, preference or limitation of
the Series A Preferred Stock set forth herein is invalid,  unlawful or incapable
of being  enforced  by  reason of any rule of law or  public  policy,  all other
rights,  preferences and limitations set forth in this Certificate  which can be
given effect without the invalid, unlawful or unenforceable right, preference or
limitation shall, nevertheless,  remain in full force and effect, and not right,
preference or  limitation  herein set forth shall be deemed  dependent  upon any
other such right, preference or limitation unless so expressed herein.

      FURTHER  RESOLVED,   that  the  statements   contained  in  the  foregoing
resolution  creating and designating the said number of Series A Preferred Stock
and  fixing  the   number,   powers,   preferences   and   relative,   optional,
participating,  and other special  rights and the  qualifications,  limitations,
restrictions,  and other distinguishing  characteristics thereof shall, upon the
effective  date of said  series,  be deemed to be included in and be part of the
Articles  of  Incorporation  of  the  Company  pursuant  to the  Nevada  Revised
Statutes.


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      IN WITNESS WHEREOF, the Company has caused this Certificate of Designation
to be signed,  under penalties of perjury,  by a duly authorized  officer of the
Company.



Dated: Effective as of January 24, 2006      AMERICAN RACING CAPITAL, INC.


                                             By: /s/ D. Davy Jones
                                                 -----------------------------
                                                     D. Davy Jones
                                                     Chief Executive Officer
                                                     and President


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