AmeriNet Group.com, Inc.

                           CERTIFICATE OF DESIGNATION
                 PREFERENCES & RIGHTS OF CLASS A PREFERRED STOCK

         AmeriNet  Group.com,  Inc., a corporation  organized and existing under
the General Corporation Law of the State of Delaware (the  "Corporation"),  does
by its president and its secretary and under its corporate  seal hereby  certify
as follows:

FIRST:            That by the  certificate  of  incorporation  duly filed in the
                  State of Delaware,  as currently  amended,  the Corporation is
                  "authorized  to issue  5,000,000  shares of  preferred  stock,
                  $0.01 par value,  the attributes of which are to be determined
                  by resolution  of the  Corporation's  Board of Directors  from
                  time to  time,  prior  to  issuance,  in  conformity  with the
                  requirements   of  Section   151  of  the   Delaware   General
                  Corporation Law."

SECOND:           That  pursuant  to  the  authority  vested  in  the  Board  of
                  Directors by the  certificate of  incorporation,  the board of
                  directors at a meeting  duly  convened an held on the 29th day
                  of June, 2000, adopted the following resolution:

                  RESOLVED,  that the  Board of  Directors  hereby  creates  and
                  designates  the initial series of Preferred  Stock,  $0.01 par
                  value, of the  Corporation,  authorizes the issuance  thereof,
                  and  fixes  the   designation   and  amount  thereof  and  the
                  preferences  and relative,  participating,  optional and other
                  special  rights  of  such  shares,  and  the   qualifications,
                  limitations or restrictions thereof as follows:

1.1     Designation and amount.

     The shares of the initial  class of  Preferred  Stock  shall be  designated
     "Class A Preferred Stock, (hereinafter sometimes called "Preferred Stock"),
     and the number of shares which may be issued shall be 500,000.

1.2      Dividends.

     (A)  The  holders of shares of the  Preferred  Stock  shall be  entitled to
          receive,  out  of the  assets  of the  Corporation  legally  available
          therefore,  and as  and  when  declared  by the  Board  of  Directors,
          dividends  of  every  kind   declared  and  paid  to  holders  of  the
          Corporation's Common Stock, at a rate per share twenty times that paid
          per share of Common Stock.

     (B)  Each such dividend shall be paid to the holders of record of shares of
          the  Preferred  Stock as they  appear  on the  stock  register  of the
          Corporation  on the last day of the month next  preceding  the payment
          date thereof.

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1.3      Conversion.

          The holders of shares of the Preferred  Stock shall have the right, at
          their option, to convert all or any part of such shares into shares of
          Common  Stock of the  Corporation  at any time on and  subject  to the
          following terms and conditions:

          (A)  The shares of Preferred  Stock shall be convertible at the office
               of transfer agent for the Preferred Stock (the "Transfer Agent"),
               and at such  other  place  or  places,  if any,  as the  Board of
               Directors of the Corporation  may designate,  into fully paid and
               non-assessable  shares  (calculated as to each  conversion to the
               nearest 1/100th of a share) of Common Stock.

          (B)  The number of shares of Common Stock issuable upon  conversion of
               each share of the  Preferred  Stock shall be equal to the greater
               of:

               (1)  Twenty shares of Common Stock (the "Set  Conversion  Rate");
                    or

               (2)  The number of shares of Common  Stock  obtained  by dividing
                    the gross price at which the preferred shares were issued by
                    the Corporation (the "Issuance Price") by 80% of the closing
                    price for the Corporation's Common Stock, as reported on the
                    public stock market or  securities  exchange (in both cases,
                    registered as such by the United States Securities  Exchange
                    Commission  [the  "Commission"])  having the highest average
                    trading volume in the Corporation's securities (for purposes
                    of illustration,  the following,  being acceptable:  The New
                    York Stock  Exchange the NASDAQ Stock  Market,  the American
                    Stock Exchange, the OTC Bulletin Board operated by the NASD,
                    the  Electronic  Pink Sheets  operated by the National Daily
                    Quotation System, Inc.), on the day the notice of conversion
                    provided to the  Corporation  is  executed  and dated by the
                    holder  with  medallion  signature  guarantee  (the  "Market
                    Conversion Rate").

          (C)  The Set Conversion  Rate shall be subject to adjustment from time
               to time in certain instances as hereinafter provided.

          (D)  No payment or adjustment shall be made in respect of dividends on
               the Common Stock or the Preferred Stock upon conversion of shares
               of the Preferred Stock.

          (E)  No fractional shares of Common Stock will be issued,  rather, one
               fractional share per holder will be rounded up to a whole share.

          (F)  Before  any  holder  of shares of the  Preferred  Stock  shall be
               entitled  to  convert  the  same  into  Common  Stock,  he  shall
               surrender the certificate or certificates therefor, duly endorsed
               and  dated  to  the  Corporation   with  a  medallion   signature
               guarantee,  at the office of the Transfer  Agent or at such other
               place  or  places,  if any,  as the  Board  of  Directors  of the
               Corporation has designated,  and shall give written notice to the
               Corporation  at said office or place that he elects to convey the
               same and shall  state in writing  therein the name or names (with
               addresses) in which he wishes the certificate or certificates for
               Common Stock to be issued.

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          (G)  The Corporation  will, as soon as practicable  thereafter,  issue
               and  deliver at said  office or place to such holder of shares of
               the Preferred Stock, or to his nominee or nominees,  certificates
               for the number of full  shares of Common  Stock to which he shall
               be entitled as aforesaid.

          (H)  Shares  of the  Preferred  Stock  shall be  deemed  to have  been
               converted  as of  the  close  of  business  on  the  date  of the
               medallion signature guarantee on the certificate  surrendered for
               conversion  as  provided  above so long as it is  received by the
               Corporation or the Corporation's transfer agent no later than the
               tenth business day thereafter, and the person or persons entitled
               to receive the Common Stock  issuable  upon  conversion  shall be
               treated for all purposes as the record  holder or holders of such
               Common Stock as of the close of business on such date.

 1.4      Adjustments

 (A) The Set  Conversion  Rate  in  effect  at any  time  shall  be  subject  to
     adjustment as follows:

     (1)  The Set  Conversion  Rate in  effect  at the  time  of the  record  or
          effective   date   for  the   following   listed   events   shall   be
          proportionately  adjusted  so that  the  holder  of any  share  of the
          Preferred Stock surrendered for conversation  after such time shall be
          entitled to receive the kind and amount of shares  which he would have
          owned or have been entitled to receive had such share of the Preferred
          Stock been converted immediately prior to such time:

          (a)  If the  Corporation  declares a dividend  on its Common  Stock in
               shares of its capital stock;

          (b)  If the Corporation  subdivides its  outstanding  shares of Common
               Stock;

          (c)  If the  Corporation  combines  its  outstanding  shares of Common
               Stock into a smaller number of shares; or

          (d)  If the Corporation issues by reclassification of its Common Stock
               (including  any  such   reclassification  in  connection  with  a
               consolidation   or  merger  in  which  the   Corporation  is  the
               continuing corporation) any shares of its capital stock.

      (2) Such adjustment shall be made  successively  whenever any event listed
          above shall occur.


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      (3) In case the Corporation  shall issue rights or warrants to all holders
          of its Common Stock entitling them to subscribe for or purchase shares
          of Common  Stock at a price per share less than the closing  price for
          the Corporation's Common Stock, as reported on the public stock market
          or  securities  exchange [as described in Section  1.3(B)(2)],  if the
          underlying  shares of Common Stock are to be pre-  registered with the
          Commission (the "Current Market Price"),  or 50% of the Current Market
          Price if the  underlying  shares  of  Common  Stock  are to be  issued
          without registration pursuant to exemptions from applicable securities
          laws restricting their  transferability as provided in Commission Rule
          144 (the "Current Private Placement Price"),  in each case on the date
          fixed for the  determination of stockholders  entitled to receive such
          rights or  warrants,  the Set  Conversion  Rate  shall be  reduced  by
          multiplying  the  Set  Conversion  Rate by a  fraction  of  which  the
          numerator shall be the number of shares of Common Stock outstanding at
          the close of  business on the date fixed for such  determination  plus
          the  number  of  shares of Common  Stock  which the  aggregate  of the
          offering  price of the total  number  of  shares  of  Common  Stock so
          offered for  subscription  or purchaser would purchase at such Current
          Market Price or Current  Private  Placement Price (as the case may be)
          and the  denominator  shall be the  number of  shares of Common  Stock
          outstanding  at the  close  of  business  on the date  fixed  for such
          determination plus the number of shares of Common Stock so offered for
          subscription   or  purchase,   such  reduction  to  become   effective
          immediately  after the opening of business  on the day  following  the
          date fixed for such determination.

      (4) In case the Corporation  shall distribute to all holders of its Common
          Stock  (including  any such  distribution  made in  connection  with a
          consolidation  or merger in which the  Corporation  is the  continuing
          corporation)  evidences  of  its  indebtedness  or  assets  (excluding
          dividends  or other  distributions  paid  out of  earned  surplus)  or
          subscription  rights  or  warrants  (excluding  those  referred  to in
          Section 1.4(A)(3) above), the Set Conversion Rate shall be adjusted so
          that the same shall equal the price  determined by multiplying the Set
          Conversion Rate in effect  immediately  prior to the close of business
          on the date fixed for the  determination  of stockholders  entitled to
          receive such  distribution  by a fraction of which the numerator shall
          be the Current  Market Price per share of the Common Stock on the date
          fixed  for such  determination  less the then  fair  market  value (as
          determined  by  the  Board  of  Directors  of the  Corporation,  whose
          determination  shall be conclusive and described in a Board Resolution
          of the  Corporation  filed with the Transfer  Agent) of the portion of
          the assets or evidences of indebtedness  so distributed  applicable to
          one share of Common  Stock and the  denominator  shall be such Current
          Market Price per share of the Common Stock,  such adjustment to become
          effective  immediately  prior to the  opening of  business  of the day
          following  the  date  fixed  for  the  determination  of  stockholders
          entitled to receive such distribution.



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      (5) All  calculations  under this Section 1.4 shall be made to the nearest
          cent or the nearest 1/100th of a share, as the case may be.

      (6) In case of any consolidation or merger of the Corporation with or into
          any other  corporation  (other than a consolidation or merger in which
          the Corporation is the continuing corporation), or in case of any sale
          or  transfer  of  all  or  substantially  all  of  the  assets  of the
          Corporation,  the holder of each share of the  Preferred  Stock  shall
          after such  consolidation,  merger, sale or transfer have the right to
          convert such share of the Preferred  Stock into the kind and amount of
          shares of stock and other  securities  and property  which such holder
          would have been entitled to receive upon such  consolidation,  merger,
          sale or transfer  if he had held the Common  Stock  issuable  upon the
          conversion of such share of the Preferred Stock  immediately  prior to
          such consolidation, merger, sale or transfer.

          (A)  In the event that at any time, as a result of an adjustment  made
               pursuant  to this  Section  1.4,  the  holder of any share of the
               Preferred  Stock   surrendered  for  conversation   shall  become
               entitled  to receive any  securities  other than shares of Common
               Stock,   thereafter  the  amount  of  such  other  securities  so
               receivable  upon  conversion of any share of the Preferred  Stock
               shall be subject to adjustment  from time to time in a manner and
               on terms as nearly  equivalent as  practicable  to the provisions
               with  respect  to the  Common  Stock set  forth in the  foregoing
               subsections  of this  Sections  1.3 and  the  provisions  of this
               Section 1.3 with  respect to the Common Stock shall apply on like
               terms to any such other securities.

           (B) No adjustment in the Set Conversion Rate shall be required unless
               such  adjustment  would  require  a change of at least 1% in such
               price; provided, however, that any adjustments which by reason of
               this Section  1.4(C) are not required to be made shall be carried
               forward and taken into account in any subsequent adjustment.

           (C) Whenever  the  Set  Conversion   Rate  is  adjustable  as  herein
               provided:

               (1)  The Corporation  shall promptly file with the Transfer Agent
                    for the Preferred  Stock a  certificate  of the treasurer of
                    the  Corporation  setting forth the adjusted Set  Conversion
                    Rate and showing in  reasonably  detail the facts upon which
                    such  adjustment  is based,  including  a  statement  of the
                    consideration  received or to be received by the Corporation
                    for any shares of Common Stock issued or deemed to have been
                    issued; and

               (2)  A  notice  stating  that  the Set  Conversion  Rate has been
                    adjusted and setting forth the adjusted Set Conversion  Rate
                    shall  forthwith  be  required,  and as soon as  practicable
                    after it is required, such additional notice shall be deemed
                    to be required  pursuant to this Section 1.4(D)(2) as of the
                    opening of business on the tenth day after such  mailing and
                    shall set forth the Set Conversion  Rate as adjusted at such
                    opening of business, and upon the mailing of such additional

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                    notice no other  notice need be given of any  adjustment  in
                    the  Set  Conversion  Rate  occurring  at or  prior  to such
                    opening  of  business  and  after  the  time  that  the next
                    preceding notice given by mailing became required.

           (D) In each of the following instances the Corporation shall cause to
               be filed with the  Transfer  Agent and shall  cause to be mailed,
               first  class  postage  prepaid,  to the  holders of record of the
               outstanding  shares of Preferred Stock, at least 10 days prior to
               the  applicable  record  date  hereinafter  specified,  a  notice
               stating the date on which a record is to be taken for the purpose
               of such  distribution  or  rights,  or,  if a record is not to be
               taken, the date as of which the holders of Common Stock of record
               to  be  entitled  to  such  distribution  or  rights  are  to  be
               determined,   or  the  date  on  which   such   reclassification,
               consolidation,  merger, sale, transfer, dissolution,  liquidation
               or winding up is expected to become effective, and the date as of
               which it is expected that holders of Common Stock of record shall
               be entitled to exchange  their  Common  Stock for  securities  or
               other   property   deliverable   upon   such    reclassification,
               consolidation,  merger, sale, transfer, dissolution,  liquidation
               or winding up:

               (1)  If the Corporation  shall authorize the  distribution to all
                    holders of its Common Stock of evidences of its indebtedness
                    or assets (other than dividends or other  distributions paid
                    out of earned surplus); or

               (2)  If the  Corporation  shall  authorize  the  granting  to the
                    holders of its Common  Stock of rights to  subscribe  for or
                    purchase any shares of capital  stock of any class or of any
                    other rights; or

               (3)  In the event of any  reclassification  of the  Common  Stock
                    (other than a subdivision or combination of its  outstanding
                    shares of Common Stock),  or of any  consolidation or merger
                    to which the  Corporation  is a party and for which approval
                    of any  stockholders of the  Corporation is required,  or of
                    the  sale or  transfer  of all or  substantially  all of the
                    assets of the Corporation; or

               (4)  In the event of any  reclassification  of the  voluntary  or
                    involuntary  dissolution,  liquidation  or winding up of the
                    Corporation.

1.5      Required Corporate Actions

(A)   (1) The  Corporation  will at all times  reserve,  keep  available  and be
          prepared  to  issue,  free  from  any  preemptive  rights,  out of its
          authorized  but  unissued  Common  Stock,  solely  for the  purpose of
          effecting conversion of the Preferred Stock, the full number of shares
          of Common Stock then issuable upon the  conversion of all  outstanding
          Preferred Stock.


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      (2) The  Corporation  shall from time to time, in accordance with the laws
          of the  State of  Delaware,  endeavor  to  amend  its  Certificate  of
          Incorporation to increase the authorized amount of its Common Stock if
          at any  time the  Authorized  amount  of its  Common  Stock  remaining
          unissued  shall be not  sufficient  to permit  the  conversion  of all
          Preferred Stock.

      (3) The  Corporation  shall,  if any shares of Common Stock required to be
          reserved for issuance upon  conversion of Preferred  Stock pursuant to
          this  section  1.3(F)  required  registration  with or approval of any
          governmental  authority  under any  Federal or state law  before  such
          shares  may be issued  upon such  conversion,  endeavor  to cause such
          shares to be so registered or approved as expeditiously as possib

(B)   (1) The  Corporation  will pay any and all taxes  that may be  payable  in
          respect  of the  issue  or  delivery  of  shares  of  Common  Stock on
          conversion of shares of the Preferred Stock pursuant hereto.

      (2) The Corporation shall not,  however,  be required to pay any tax which
          may be payable in respect  of any  transfer  involved  in the issue or
          transfer  and  delivery of shares of Common Stock in a name other than
          that in which the  shares of the  Preferred  Stock so  converted  were
          registered,  and no such issue or  delivery  shall be made  unless and
          until the person requesting such issue has paid to the Corporation the
          amount of any such tax or has  established to the  satisfaction of the
          Corporation that such tax has been paid.

(C)  Whenever  reference is made in Sections  1.3. 1.4 or 1.5 to the issuance or
     sale of shares of Common Stock,  the term "Common  Stock" shall include any
     stock of any class of the  Corporation  other than  preferred  stock of any
     class with a fixed  (absolutely  or by reference to an adjustment  formula)
     limit on dividends and a fixed amount payable in the event of any voluntary
     or involuntary liquidation, dissolution or winding up of the Corporation.

1.6     Liquidation rights.

     In the  event  of any  liquidation  or  dissolution  or  winding  up of the
     Corporation,  voluntary or involuntary,  the holders of the Preferred Stock
     shall be entitled  to receive,  subject to the rights of any other class of
     stock which  ranks  senior to the  Preferred  Stock as to  distribution  of
     assets on liquidation,  but before any distribution is made on any class of
     stock ranking junior to the Preferred  Stock as to the payment of dividends
     or  the  distribution  of  assets  (including,   without  limitation,   the
     Corporation's Common Stock, a sum per share of Preferred Stock equal to the
     Issuance Price per share.



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1.7      Voting Rights.

     The  Preferred  Stock shall  entitle its holders to twenty  votes for every
     share  held on terms  identical  to those of  holders  of twenty  shares of
     Common Stock,  or if there is more than one class or series of Common Stock
     outstanding,  equal to twenty  votes by those of  shares  of  Common  Stock
     having the greatest voting rights per share.

THIRD:            That said resolution of the Corporation's  board of directors,
                  and the creation and authorization of issuance thereby of said
                  series of 500,000  shares of convertible  preferred  stock and
                  determination  thereby  of  the  dividend  rate,   liquidation
                  preferences,  voting  rights  and  provisions  in  respect  to
                  conversion  or exchange  of said stock,  were duly made by the
                  Board of Directors  pursuant to authority as aforesaid  and in
                  accordance  with  Sections 103, 151 and 102(4) of the Delaware
                  General Corporation Law.


     In Witness  Whereof,  the Corporation has made under its corporate seal and
the hands of its president and secretary, respectively, of said corporation, the
foregoing  certificate,  and the president and secretary have hereunto set their
hands and caused  the  corporate  seal of the said  corporation  to be  hereunto
affixed this 29th day of June, 2000.


                            AMERINET GROUP.COM, INC.


By:  /s/ Lawrence R. Van Etten
Lawrence R. Van Etten
President

         [Corporate Seal]


Attest:  /s/ Vanessa H. Lindsey
Vanessa H. Lindsey
Secretary


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