CERTIFICATE OF DESIGNATION

                                     of

                     SERIES A CONVERTIBLE PREFERRED STOCK

                                     of

                AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.
                    Pursuant to Section 78.195 of the
                 Revised Statutes of the State of Nevada

	AMERICAN DEVELOPMENT & INVESTMENT FUND, INC., a corporation organized
and existing under the laws of the State of Nevada (the Corporation), does
hereby certify that, pursuant to the authority conferred on its board of
directors (the Board of Directors) by its articles of incorporation (the
Articles of Incorporation), as amended, and in accordance with Section 78.195
of the Revised Statutes of the State of Nevada (NRS), the Board of Directors
(or, as to certain matters allowed by law, a duly authorized committee
thereof) adopted the following resolution establishing a series of
1,000,000 shares of Preferred Stock of the Corporation designated as Series A
Convertible Preferred Stock.

       RESOLVED, that pursuant to the authority conferred on the Board of
Directors of this Corporation (the Corporation) by the Articles of
Incorporation, a series of preferred stock, $.001
par value, of the Corporation be and hereby is established and created, and
that the designation and number of shares thereof and the voting and other
powers, preferences and relative, participating, optional or other rights of
the shares of such series and the qualifications, limitations and
restrictions thereof are as follows:

Convertible Preferred Stock

	1.  Designation and Amount.  There shall be a series of Preferred Stock
designated as Series A Convertible Preferred Stock, and the number of shares
constituting such series shall be 1,000,000.  Such series is referred to
herein as the Convertible Preferred Stock.

	2.  Par Value.  The par value of each share of Convertible Preferred
Stock shall be $.001.

	3.  Rank.  The shares of Convertible Preferred Stock shall rank prior to
all of the Corporations Common Stock, par value $.001 per share (the Common
Stock), now or hereafter issued, both as to payment of dividends and as to
distributions of assets upon liquidation, dissolution or winding up of
the Corporation, whether voluntary or
involuntary as provided herein.

	4.  Dividends.  If any dividend or other distribution payable in cash,
securities or other property, including a dividend payable in shares of Common
Stock, is declared on the Common Stock, each holder of shares of Convertible
Preferred Stock on the record date for such dividend or distribution shall be
entitled to receive on the date of payment or distribution of such dividend or
other distribution the same cash, securities or other property which such
holder would have received on such record date if such holder was the
holder of record of the number (including any fraction) of shares of Common
Stock into which the shares of Convertible Preferred Stock then held
by such holder are then convertible.  No dividend or other distribution shall
be declared or paid on the Common Stock unless an equivalent dividend or other
distribution that satisfies this Section 4 is declared or paid on the
Convertible Preferred Stock.

	5.  No Liquidation Preference.  In the event of any voluntary or
involuntary liquidation, dissolution, or winding-up of the Corporation, after
distribution in full of the preferential amounts, if any, to be distributed to
the holders of shares of any series of preferred stock, having a priority on
liquidation superior to that of the Convertible Preferred Stock, the holders of
shares of Convertible Preferred Stock shall be entitled to participate with the
Common Stock in all of the remaining assets of the Corporation available for
distribution to its stockholders, ratably with the holders of Common Stock in
proportion to the number of shares of Common Stock held by them, assuming
for each holder of Convertible Preferred Stock on the record date for such
distribution that each holder was the holder of record of the number (including
any fraction) of shares of Common Stock into which the shares of Convertible
Preferred Stock then held by such holder are then convertible.  A liquidation,
dissolution, or winding-up of the Corporation, as such terms are used in this
Section 5, shall not be deemed to be occasioned by or to include any merger of
the Corporation with or into one or more corporations or other entities, any
acquisition or exchange of the outstanding shares of one or more classes or
series of the Corporation, or any sale, lease, exchange, or other disposition
of all or a part of the assets of the Corporation..

       6.	Voting Rights.  Except as otherwise required by law, the shares of
Convertible Preferred Stock shall not entitle the holder thereof to vote on any
matter submitted to a vote of the stockholders of the Corporation except for
matters as to which the holders of the Convertible Preferred Stock shall vote
as a class, as provided in Paragraph 9(c) hereof.

	7.  Redemption.

       (a) The shares of Convertible Preferred Stock may be redeemed by the
Corporation at its election by notice to the holders of the Convertible
Preferred Stock at any time beginning 181 days after the issue of
the Convertible Preferred Stock.

       (b) During the period beginning 181 days after the issue of the
Convertible Preferred Stock, the Convertible Preferred Stock may be redeemed
in whole or in part at a price equal to  $0.75 per share of
Convertible Preferred Stock.

       (c)  During the period beginning 366 days after the issue of the
Convertible Preferred Stock, the Convertible Preferred Stock may be redeemed
in whole or in part at a price equal to $0.95 per share of
Convertible Preferred Stock.

       (d)  In the event that the Corporation elects to redeem all or part of
the Convertible Preferred Stock
as provided herein, it shall give written notice to the holders of the
Convertible Preferred Stock it has
elected to redeem,  at the addresses shown on the transfer records of the
Corporation for such holders, advising the holders of the election and
requesting that the stock certificates representing the Convertible
Preferred Stock to be redeemed be delivered to the transfer agent for the
Corporation, within 30 days of the sending of the Notice of Redemption.   The
Corporation shall deposit the funds necessary to cause the redemption, in an
amount equal to the redemption price times the number of shares to be redeemed,
with the transfer agent for the Corporation at the end of the said 30 day
period for delivery to the holders of the Convertible Preferred Stock to be
redeemed by the transfer agent immediately on receipt by the transfer
agent of the certificates for the shares of Convertible Preferred Stock being
redeemed.  Deposit of the funds necessary to pay the redemption price in full
shall be deemed to result in the redemption and cancellation of the Convertible
Preferred Stock to be redeemed on the books of the Corporation, regardless of
when the redemption funds are transmitted to the holders by the transfer agent,
who shall be acting as the agent of the holders for purposes of payment of the
funds, and the holders of the Convertible Preferred Stock deemed so to be
redeemed shall have no further rights or claims as shareholders of the
Corporation, including the right to dividends, vote, participation or
conversion otherwise provided for herein.

       8.  Conversion Provisions.

       (a) Conversion at Option of Holders.  Provided that, and only to the
extent that, the Corporation has a sufficient number of shares of authorized,
but unissued and unreserved, Common Stock available to issue upon conversion,
each share of Convertible Preferred Stock not previously redeemed, shall be
convertible beginning after one year from the date of the initial issue of
the Convertible Preferred Stock and at any time thereafter, at the option of
the holder thereof, into fully paid and nonassessable shares of Common Stock
and such other securities and property as hereinafter provided, at
the rate of the number of shares of Common Stock determined by the formula
1/P, where P is the trailing 30-day volume weighted average trading price of
the Common Stock on such exchange or other trading medium on which the
Common Stock is then traded, for each full share of Convertible Preferred
Stock.  For example, if the weighted average trading price of the Common Stock
(P) is $0.20 per share, then the ratio determined by the formula 1/P, would be
five (5) common shares for each full share of Convertible Preferred Stock.

       For the purpose of this Certificate of Designation, the term Common
Stock shall initially mean the class designated as Common Stock, par value
$.001 per share, of the Corporation as of March 22, 2006, subject to
adjustment as hereinafter provided.

       (b)  Maximum Conversion Ratio.  Notwithstanding the conversion ratio
determined by the formula contained in Paragraph 8(a), no share of Convertible
Preferred Stock may be converted into more than 15 shares of Common Stock.

       Mandatory Conversion.  Any Convertible Preferred Stock not previously
redeemed or converted shall be automatically converted into Common Stock of
the Corporation on the date which is two years plus one day after the issue of
the Convertible Preferred Stock, in accordance with the conversion formula
contained in Paragraph 8(a), as limited by Paragraph 8(b).

       (c) Mechanics of Conversion.

       (i) Optional Conversion. Any holder of shares of Convertible Preferred
Stock desiring to convert such shares into Common Stock shall surrender the
certificate or certificates for such shares of Convertible Preferred Stock at
the office of the transfer agent for the Convertible Preferred Stock, which
certificate or certificates, if the Corporation shall so require, shall be
duly endorsed to the Corporation or in blank, or accompanied by proper
instruments of transfer to the Corporation or in blank, accompanied by
irrevocable written notice to the Corporation that the holder elects so to
convert such shares of Convertible Preferred Stock and specifying the name or
names (with address) in which a certificate or certificates for Common
Stock are to be issued.

       No adjustments in respect of any dividend on the Common Stock issued
upon conversion shall be made upon the conversion of any shares of Convertible
Preferred Stock.

       Any unpaid dividends on shares surrendered for conversion shall be paid
upon the conversion of any shares of Convertible Preferred Stock by issuing
additional shares of Common Stock with an aggregate value (as defined below)
equal to all accrued and unpaid dividends on the shares of Convertible
Preferred Stock converted.

       The Corporation will, as soon as practicable after such deposit of
certificates for Convertible Preferred Stock accompanied by the written notice
and, compliance with any other conditions herein contained, deliver at the
office of the transfer agent to the person for whose account such shares of
Convertible Preferred Stock were so surrendered, or to his nominee or
nominees, certificates for the number of full shares of Common Stock to
which he shall be entitled as aforesaid, together with a cash adjustment of
any fraction of a share as hereinafter provided.  Subject to the
following provisions of this paragraph, such conversion shall be deemed to
have been made as of the date of such surrender of the shares of Convertible
Preferred Stock to be converted, and the person or person entitled to receive
the Common Stock deliverable upon conversion of such Convertible Preferred
Stock shall be treated for all purposes as the record holder or holders of
such Common Stock on such date; provided, however, that the Corporation shall
not be required to convert any shares of Convertible Preferred Stock while the
stock transfer books of the Corporation are closed for any purpose, but the
surrender of Convertible Preferred Stock for conversion during any period while
such books are so closed shall become effective for conversion immediately upon
the reopening of such books as if the surrender had been made on the date of
such reopening, and the conversion shall be at the conversion rate in effect
on such date.

       (ii)  Mandatory Conversion.  Any Convertible Preferred Stock not
previously redeemed or converted as provided herein, shall convert to Common
Stock automatically after two years and one day from the date of issue of the
Convertible Preferred Stock, and the Corporation shall give direction to the
transfer agent for the corporation to cancel the remaining certificates on the
books of the Corporation and to issue the appropriate number of shares of
Common Stock to the holders of the converted Convertible Preferred Stock, in
the names and at the addresses of the holders of the redeemed Convertible
Preferred Stock on the transfer records of the Corporation.

	(d) Changes in Conversion Rate.  The Corporation from time to time may
increase the conversion rate by any amount for any period of time if the
period is at least 20 days and if the increase is irrevocable during the
period. Whenever the conversion rate is so increased, the Corporation
shall mail to holders of record of the Convertible Preferred Stock a notice of
the increase at least 15 days before the date the increased conversion rate
takes effect, and such notice shall state the increased conversion rate and the
period it will be in effect.

	The Corporation may make such increases in the conversion rate, in
addition to those required or allowed by this Section 8, as shall be
determined by it, as evidenced by a resolution of the Board of
Directors, to be advisable in order to avoid or diminish any income tax to
holders of Common Stock resulting from any dividend or distribution of stock
or issuance of rights or warrants to purchase or subscribe for stock or from
any event treated as such for income tax purposes.

9.  Protective Provisions.

(a) Reservation of Shares; Transfer Taxes; Etc.  The Corporation shall
at all times serve and keep available, out of its authorized and unissued
stock, solely for the purpose of effecting the conversion of the Convertible
Preferred Stock, such number of shares of its Common Stock free of
preemptive rights as shall from time to time be sufficient to effect the
conversion of all shares of Convertible Preferred Stock from time to time
outstanding.  The Corporation shall from time to time, in accordance with the
laws of the State of Nevada, increase the authorized number of shares of
Common Stock if at any time the number of shares of Common Stock not
outstanding shall not be sufficient to permit the conversion of all the then
outstanding shares of Convertible Preferred Stock.

	If any shares of Common Stock required to be reserved for purposes of
conversion of the Convertible Preferred Stock hereunder require registration
with or approval of any governmental authority under any Federal or State
law before such shares may be issued upon conversion, the Corporation will in
good faith and as expeditiously as possible endeavor to cause such shares to e
duly registered or approved, as the case may be.

	The Corporation will pay any and all issue or other taxes that may be
payable in respect of any issue or delivery of shares of Common Stock on
conversion of the Convertible Preferred Stock.  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 delivery of Common Stock (or other securities
or assets) in a name other than that which the shares of Convertible 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 such tax or has established, to the satisfaction of
the Corporation, that such tax has been paid.

       (b)  Prior Notice of Certain Events.  In case:

	(i) the Corporation shall (1) declare any dividend (or any other
distribution) on its Common Stock, other than (A) a dividend payable in shares
of Common Stock or (B) a dividend payable in cash out of its retained earnings
other than any special or nonrecurring or other extraordinary dividend or (2)
declare or authorize a redemption or repurchase of in excess of 10% of the
thenoutstanding shores of Common Stock; or

	(ii) the Corporation shall authorize the granting to the holders of
Common Stock of rights or warrants to subscribe for or purchase any shares of
stock of any class or of any other rights or warrants; or

	(iii) of any reclassification of Common Stock (other than a subdivision
or combination of the outstanding Common Stock, or a change in par value, or
from par value to no par value, or from no par value to par value), or of any
consolidation or merger to which the Corporation is a party and for which
approval of any stockholders of the Corporation shall be required, or of the
sale or transfer of all or substantially all of the assets of the Corporation
or of any compulsory share exchange whereby the Common Stock is converted into
other securities, cash or other property; or

	(iv) of the voluntary or involuntary dissolution, liquidation or winding
up of the Corporation;

then the Corporation shall cause to be filed with the transfer agent for the
Convertible Preferred Stock, and shall cause to be mailed to the holders of
record of the Convertible Preferred Stock, at their last address as
they shall appear upon the stock transfer books of the Corporation, at least
15 days prior to the applicable record date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the
purpose of such dividend, distribution, redemption or granting of rights or
warrants 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 dividend,
distribution, redemption, rights or warrants are to be determined, or (y) the
date on which such
reclassification, consolidation, merger, sale, transfer, share exchange,
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 shares
of Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, share exchange,
dissolution, liquidation or winding up (but no failure to mail such notice or
any defect therein or in the mailing thereof shall affect the validity of the
corporate action required to be specified in such notice).

       (c) Class Voting Rights.  So long as the Convertible Preferred Stock is
outstanding, the Corporation shall not, without the affirmative vote or consent
of the holders of at least a majority of all outstanding Convertible Preferred
Stock voting separately as a class, (i) Amend, alter or repeal (by merger
or otherwise) any provision of the Articles of Incorporation or the By-Laws of
the Corporation, as amended, so as adversely to affect the relative rights,
preferences, qualifications, limitations or restrictions of the Convertible
Preferred Stock, (ii) authorize or issue, or increase the authorized amount of,
any additional class or series of stock, or any security convertible into stock
of such class or series, ranking prior to the Convertible Preferred Stock in
respect of the payment of dividends or upon liquidation, dissolution or winding
up of the Corporation or (iii) effect any reclassification of the Convertible
Preferred Stock.  A class vote on the part of the Convertible Preferred Stock
shall, without limitation, specifically not be deemed to be required (except as
otherwise required by law or resolution of the Corporations Board of
Directors) in connection with: (a) the authorization, issuance or increase in
the authorized amount of any shares of any other class or series of stock which
ranks junior to, or on a parity with, the Convertible Preferred Stock in
respect of the payment of dividends and distributions upon liquidation,
dissolution or winding up of the Corporation; or (b) the authorization,
issuance or increase in the amount of any bonds, mortgages, debentures or
other obligations of the Corporation.

	The affirmative vote or consent of the holders of a majority of the
outstanding Convertible Preferred Stock, voting or consenting separately as a
class, shall be required to (a) authorize any sale, lease or conveyance of
all or substantially all of the assets of the Corporation, or (b) approve any
merger, consolidation or compulsory share exchange of the Corporation with or
into any other person unless (i) the terms of such merger, consolidation or
compulsory share exchange do not provide for a change in the terms of the
Convertible Preferred Stock and (ii) the Convertible Preferred Stock is,
after such merger, consolidation or compulsory share exchange on a parity with
or prior to any other class or series of capital stock authorized by the
surviving corporation as to dividends and upon liquidation, dissolution or
winding up other than any class or series of stock of the Corporation prior to
the Convertible Preferred Stock as may have been created with the affirmative
vote or consent of the holders of at least 66-2/3% of the Convertible
Preferred Stock (or other than a class or series into which such prior stock is
converted as a result of such merger, consolidation or share exchange).

10. Outstanding Shares.  For purposes of this Certificate of
Designation, all shares of Convertible Preferred Stock shall be deemed
outstanding except (i) from the date of surrender of certificates
representing shares of Convertible Preferred Stock, all shares of Convertible
Preferred Stock converted into Common Stock;, and (ii) from the date of
registration of transfer, all shares of Convertible Preferred Stock held of
record by the Corporation or any subsidiary of the Corporation.

11. Securities Not Registered Under the Securities Act of 1933.
Neither the shares of Convertible Preferred Stock nor the Common Stock
issuable upon conversion thereof has been registered under the Securities
Act of 1933 or the laws of any state of the United States and may not be
transferred without such registration or an exemption from registration.

(a) Restrictive Legends.  Each share of Convertible Preferred Stock
and certificate for Common Stock issued upon the conversion of any shares of
Convertible Preferred Stock, and each preferred stock certificate issued upon
the transfer of any such shares of Convertible Preferred Stock or Common
Stock (except as otherwise permitted by this Section 11), shall be stamped or
otherwise imprinted with a legend in substantially the following form:

The securities represented hereby have not been registered under the Securities
Act of 1933.  Such securities may not be sold or transferred in the absence of
such registration or an exemption therefrom under said Act.

(b) Notice of Proposed Transfer; Opinions of Counsel.  Except as
provided in paragraph (c) of this Section 11, prior to any transfer of any such
shares of Convertible Preferred Stock, or Common Stock, the holder thereof will
give written notice to the Corporation of such holders intention to effect such
transfer and to comply in all other respects with this Section 11.  Each such
notice (A) shall describe the manner and circumstances of the proposed transfer
in sufficient detail to enable counsel to render the opinions referred to
below, and (B) shall designate counsel for the holder giving such notice (who
may be house counsel for such holder).  The holder giving such notice will
submit a copy thereof to the counsel designated in such notice and the
Corporation will promptly submit a copy thereof to its counsel, and the
following provisions shall apply:

       (i) If in the opinion of each such counsel the proposed transfer of such
shares of Convertible Preferred Stock or Common Stock may be effected without
registration under the Act, the Corporation will promptly notify the holder
thereof and such holder shall thereupon be entitled to transfer such shares of
Convertible Preferred Stock or Common Stock in accordance with the terms of
the notice delivered by such holder to the Corporation.  Each share of
Convertible Preferred Stock or certificate, if any, issued upon or in
connection with such transfer shall bear the appropriate restrictive legend
set forth in paragraph (a) of this Section 11, unless in the opinion of
each such counsel such legend is no longer required to insure compliance with
the Act.  If for any reason counsel for the Corporation (after having been
furnished with the information required to be furnished by this paragraph (b))
shall fail to deliver an opinion of the Corporation, or the Corporation shall
fail to notify such holder thereof as aforesaid, within 20 days after counsel
for such holder shall have delivered its opinion to such holder (with a copy to
the Corporation), then for all purposes of this Certificate of Designation the
opinion of counsel for the Corporation shall be deemed to be the same as the
opinion of counsel for such holder.

       (ii)	If in the opinion of either or both of such counsel the proposed
transfer of such shares of Convertible Preferred Stock or Common Stock may not
be effected without registration under the Act, the Corporation will promptly
so notify the holder thereof and thereafter such holder shall not be entitled
to transfer such share of Convertible Preferred Stock or Common Stock
until receipt of a further notice from the Corporation under subparagraph (i)
above or, in the case of Common Stock, until registration of such Common stock
under the Act has become effective.

12. Preemptive Rights.  The Convertible Preferred is not entitled to
any preemptive or subscription rights in respect of any securities of the
Corporation.

13. Severability of Provisions.  Whenever possible, each provision
hereof shall be interpreted in a manner as to be effective and valid under
applicable law, but if any provision hereof is held to be prohibited by or
invalid under applicable law, such provision shall be ineffective only the
extent of such prohibition or invalidity, without invalidating or otherwise
adversely affecting the remaining provisions hereof.  If a court of competent
jurisdiction should determine that a provision hereof would be valid or
enforceable if a period of time were extended or shortened or a particular
percentage were increased or decreased, then such court may make such change
as shall be necessary to render the provision in question effective and valid
under applicable law.

	IN WITNESS WHEREOF, AMERICAN DEVELOPMENT & INVESTMENT FUND, INC has
caused this certificate to be signed by its President, and its corporate seal
to be hereunto affixed and attested by its Secretary, as of the 20th day of
March, 2006.

AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.



By: /s/ Robert Hipple
     ---------------------------------------
      Robert Hipple, President
Attest:



By:  /s/ Robert Hipple
      --------------------------------------
      Robert Hipple, Secretary

ACKNOWLEDGMENT

State of Florida
County of Brevard