Exhibit 3.1(e)

                        CERTIFICATE OF AMENDMENT
                                   OF
                      CERTIFICATE OF INCORPORATION
                                   OF
                 AMERICAN ASSET MANAGEMENT CORPORATION

     Pursuant to the provisions of Section 14A:7-2 of the New Jersey
Business Corporation Act, the undersigned corporation hereby executes the
following Certificate of Amendment of the Certificate of Incorporation:

     1.  The name of the corporation is AMERICAN ASSET MANAGEMENT
CORPORATION.

     2.  The following resolution to amend Article 4 of the Certificate of
Incorporation, stating the relative rights, preferences and limitations of a
series of preferred stock of the Corporation, was approved at a meeting of
the Board of Directors of the Corporation held on November 4, 2002:

     RESOLVED, that the Board of Directors, pursuant to authority expressly
vested in it by the provisions of the Certificate of Incorporation of the
Corporation, hereby authorizes the issue from time to time of a series of
Preferred Stock, no par value, of the Corporation and hereby fixes the
designation, preferences and relative, participating, optional or other
rights, and the qualifications, limitations or restrictions thereof, in
addition to those set forth in said Certificate of Incorporation to be in
their entirety as follows:

DESIGNATION.  The series of Preferred Stock shall be designated and known
as "10% Series B Cumulative Convertible Participating Redeemable Preferred
Stock" (the "Series B Preferred Stock").  The number of shares constituting
such series shall be 300,000.

RANK.  With respect to dividend rights and rights on liquidation, winding-up
and dissolution, the Series B Preferred Stock will rank (i) senior to: (A)
the common stock of the Corporation (the "Common Stock"); (B) each other
class or series of preferred or other capital stock of the Corporation now or
hereafter established by the Board of Directors of the Corporation (the
"Board"), the terms of which do not expressly provided that it ranks senior
to, or on a parity with, the Series B Preferred Stock as to dividend rights
and redemption rights and rights on liquidation, winding-up and dissolution
of the Corporation (collectively referred to as "Junior Stock"); (ii) on a
parity with the Corporation's 10% Series A  Cumulative Participating
Preferred Stock and with each other class or series of preferred or other
capital stock of the Corporation established hereafter by the Board, the
terms of which expressly provided that such class or series will rank on a
parity with the Series B Preferred Stock as to dividend and redemption rights
or rights on liquidation, winding-up and dissolution of the Corporation
(collectively referred to as "Parity Stock"); and (iii) junior to each class
or series or preferred or other capital stock of the Corporation established
hereafter by the Board, the terms of which class or series expressly provided
that such class or series will rank senior to the Series B Preferred Stock as
to dividend and redemption rights or rights on liquidation, winding-up and
dissolution of the Corporation (collectively referred to as "Senior Stock").

LIQUIDATION RIGHTS.  In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation, the
holders of each share of Series B Preferred Stock shall be entitled to
receive out of the assets or surplus funds of the Corporation prior and in
preference to any distribution of any of the assets or surplus funds of the
Corporation to the holders of Junior Stock, an amount equal to the dividends
accrued and unpaid thereon to the date of final distribution to such holders,
whether or not declared, without interest, and a sum equal to one dollar
($1.00) per share subject to appropriate adjustment by the Board  in the
event of any stock split, dividend or similar division of shares of Series B
Preferred Stock or reverse split or similar combination of the Series B
Preferred Stock, and no more; provided, however, that such rights shall
accrue to the holders of the Series B Preferred Stock only if the
Corporation's payments with respect to the liquidation preferences to the
Senior Stock are fully met. After the liquidation preferences of the Senior
Stock are fully met, the entire assets of the Corporation available for
distribution to holders of its capital stock shall be distributed ratably
among the holders of the Series B Preferred Stock and any Parity Stock in
proportion to the respective preferential amounts to which each is entitled
(but only to the extent of such preferential amounts).

     After the payment or the setting apart of payment to the holders of the
Series B Preferred Stock of the preferential amounts so payable to them, the
holders of Common Stock shall be entitled to receive all remaining assets of
the Corporation available for distribution to shareholders subject to the
rights of the holders, if any, of the Corporation's capital stock that ranks
as Senior Stock or Parity Stock with respect to the Common Stock as to
liquidation rights.

     Neither a consolidation or merger of the Corporation with another
corporation nor a sale or transfer of all or part of the Corporation's assets
for cash, securities or other property will be considered a liquidation,
dissolution or winding up of the Corporation.

DIVIDENDS AND DISTRIBUTIONS.
     a.  The holders of shares of Series B Preferred Stock, in preference to
the holders of shares of Common Stock and of any Junior Stock of the
Corporation, shall be entitled to receive, when, as and if declared by the
Board, out of the assets of the Corporation legally available therefor,
cumulative cash dividends at an annual rate of ten cents ($0.10) per share
subject to appropriate adjustment by the Board in the event of any stock
split, dividend or similar division of shares of Series B Preferred Stock or
reverse split or similar combination of the Series B Preferred Stock.
Dividends shall accrue and be payable quarterly, in arrears, on the first day
of January, April, July and October in each year commencing with the first
day of the month of April following the date the Corporation has first
accepted subscriptions for the purchase of Series B Preferred Stock and
received payment therefor, provided, however, if any such date shall fall on
a day other than a business day, then such payment shall, at the
Corporation's option, be made on either the first business day preceding or
the first business day following the date on which such payment shall have so
fallen due.

     b.  Dividends payable pursuant to paragraph (a) of this Section 4 shall
begin to accrue and be cumulative from the date of acceptance by the
Corporation of subscriptions and the receipt of payment for the Series B
Preferred Stock, whether or not earned or declared.  The amount of dividends
so payable shall be determined on the basis of twelve 30-day months and a
360-day year.  Dividends paid on the shares of Series B Preferred Stock in an
amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares and any Parity Stock at the time outstanding.  The
Board  may fix a record date for the determination of holders of shares of
Series B Preferred Stock entitled to receive payment of a dividend declared
hereon, which record date shall be no more than sixty (60) days prior to the
date fixed for the payment thereof.

     c.  In addition to the annual dividend provided for in Section 4(a), if
in any the calendars year ending December 31,  2003, 2004, 2005 and 2006 the
Corporation's wholly owned subsidiary, Capital Financial Corporation
("Capital"), achieves net after tax income of at least $100,000 (as
determined by reference to Capital's audited financial statements for such
year) (the "Threshold Amount"), the holders of record of shares of Series B
Preferred Stock on December 31 in the year in which the Threshold Amount has
been achieved, in preference to the holders of shares of Common Stock and of
any Junior Stock, shall be entitled to receive, when, and if, declared by
the Board of Directors, out of funds legally available therefor, an
additional cash dividend per share equal to 1% of the liquidation preference
of a share of Series B Preferred Stock (i.e., $.01 per share) for each
$100,000 of after tax net income reported in the audited financial statements
of Capital for such calendar year, subject to a maximum additional cash
dividend per share equal to 4% of the liquidation preference of the Series B
Preferred Stock (i.e., $.04 per share).  The additional cash dividend is
subject to appropriate adjustment by the Board of Directors of the
Corporation in the event of any stock split, dividend or similar division of
shares of Series B Preferred Stock or reverse split or similar combination of
the Series B Preferred Stock.  The additional cash dividend, if any, with
respect to any calendar year shall be paid with the annual dividend payment
due on the subsequent July 1.

     d. No dividends or other cash distributions shall be paid or set apart
for payment on any shares of Common Stock or Junior Stock unless and until
all accrued and unpaid dividends on the Series B Preferred Stock, including
the full dividend for the then-current annual dividend period, shall have
been paid or declared and set apart for payment.

     e. No full dividends shall be paid or declared and set apart for payment
on any Parity Stock for any period unless all accrued but unpaid dividends
(whether or not declared) have been, or contemporaneously are, paid or
declared and set apart for such payment on the Series B Preferred Stock. No
full dividends shall be paid or declared and set apart for payment on the
Series B Preferred Stock for any period unless all accrued but unpaid
dividends (whether or not declared) have been, or contemporaneously are, paid
or declared and set apart for payment on the Parity Stock for all dividend
periods terminating on or prior to the date of payment of such full
dividends. When dividends are not paid in full upon the Series B Preferred
Stock and the Parity Stock, all dividends paid or declared and set apart for
payment on the shares of Series B Preferred Stock and the Parity Stock shall
be paid or declared and set apart for payment pro rata, so that the amount of
dividends paid or declared and set apart for payment per share on the Series
B Preferred Stock and the Parity Stock shall in all cases bear to each other
the same ratio that accrued and unpaid dividends per share on the shares of
Series B Preferred Stock and the Parity Stock bear to each other.

     f.  The holders of shares of Series B Preferred Stock shall not be
entitled to receive any dividends or other distributions except as provided
herein.

CONVERSION.
     a. Optional Conversion by Holder. Subject to the provisions of paragraph
(b) of this Section 5 and of Section 7 hereof, the holders of shares of the
Series B Preferred Stock shall have conversion rights as follows: Outstanding
shares of Series B Preferred Stock may be converted by the holders thereof
into fully paid and nonassessable shares of the Corporation's Common Stock in
the manner hereinafter provided in paragraphs (b) and (c) of this Section 5.

     b. Conversion Ratios.  Subject to the redemption of shares of Series B
Preferred Stock as provided in Section 7 hereof, each share of Series B
Preferred Stock shall be convertible at the option of the holder into one (1)
share of the Corporation's Common Stock (the "Conversion Ratio"); provided,
however, in the event of a stock dividend, recapitalization, reorganization,
merger, consolidation, subdivision, combination or reclassification of
shares of the Corporation's Common Stock, or any other change in the
corporate structure or shares of the Corporation's Common Stock, prior to the
conversion of the Series B Preferred Stock, the Corporation shall make such
adjustment as the Board of Directors of the Corporation, in its sole
discretion, shall deem necessary, in the Conversion Ratio to give each holder
of the Series B Preferred Stock substantially the same rights as the holder
of the Series B Preferred Stock had immediately prior to the occurrence of
such event.  In the event of any consolidation of the Corporation with, or
merger of the Corporation into, another corporation (other than the merger of
the Corporation into a wholly-owned subsidiary) where the Corporation is not
the successor entity, or in the case of the sale or conveyance to another
corporation of substantially all of the property of the Corporation, then the
holder of the Series B Preferred Stock shall thereafter, upon conversion of
the Series B Preferred Stock in accordance with the terms hereof, prior to
the record date for such consolidation, merger, sale or conveyance, have the
right to purchase and receive the kind and number of shares of stock and
other securities or properties receivable upon such consolidation, merger,
sale or conveyance, that would have been issued to the holder of the Series B
Preferred Stock had the Series B Preferred Stock been converted immediately
prior to such event.

     c.  Mechanics of Conversion.  The right of the holders of the Series B
Preferred Stock to convert their shares shall be exercised by transmitting to
the Corporation at its principal executive offices or such other place as the
Corporation shall specify in writing, a notice of such conversion together
with certificates representing shares of the Series B Preferred Stock to be
converted, duly endorsed in blank and accompanied by such proper instruments
of transfer as may be requested by the Corporation. The notice shall state
the number of shares of Series B Preferred Stock to be converted.  The
Corporation shall promptly, after receipt of the foregoing together with such
other documents and evidence of payments of any required taxes on the part of
the holder it may reasonably require, issue to the holder of the Series B
Preferred Stock the appropriate number of shares of the Corporation's Common
Stock.  The Corporation shall, as soon as practicable thereafter, subject to
the receipt by the Corporation from the converting holder of any
representations or other documentation the Corporation may reasonably request
in order to comply with the federal securities laws with respect to the issue
of the Common Stock upon such conversion, to issue and deliver at such office
to such holder of Series B Preferred Stock, or to the nominee or nominees of
such holder, a certificate or certificates for the number of shares of Common
Stock to which such holder shall be entitled as aforesaid.  Such conversion
shall be deemed to have been made immediately prior to the close of business
on the date of such surrender of the shares of Series B Preferred Stock to be
converted, and the person or persons entitled to receive the shares of Common
Stock issuable upon such conversion shall be treated for all purposes as the
record holder or holders of such shares of Common Stock as of such date.
Upon conversion, the holder of shares of Series B Preferred Stock shall be
entitled to receive, in cash, any accrued and unpaid dividends on the shares
of Series B Preferred Stock surrendered for conversion to the date of such
conversion.

     d.  No Impairment.  The Corporation shall not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed hereunder by the
Corporation but will at all times in good faith assist in the carrying out of
all the provisions of this Section 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 B Preferred Stock against impairment.

     e. Certificate as to Adjustments. Upon the occurrence of each adjustment
to the Conversion Ratio pursuant to this Section 5, the Corporation, at its
expense, shall promptly compute such adjustment in accordance with the terms
hereof and furnish to each holder of Series B Preferred Stock a certificate
setting forth such adjustment and showing in detail the facts upon which such
adjustment is based.  The Corporation shall, upon the written request at any
time of any holder of Series B  Preferred Stock, furnish or cause to be
furnished to such holder a like certificate setting forth (i) such
adjustments, (ii) the Conversion Ratio at the time in effect, and (iii) the
number of shares of Common Stock and the amount, if any, of other property
which at the time would be received upon the conversion of Series B Preferred
Stock.

    f. Notices of Record Date.  In the event of any taking by the Corporation
of a record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend
(other than a cash dividend which is the same as cash dividends paid in
previous quarters) or other distribution, the Corporation shall mail to each
other holder of Series B Preferred Stock at least ten (10) days prior to the
date therein, a notice specifying the date on which any such record is to be
taken for the purpose of such dividend or distribution.

     g. Common Stock Reserved.  The Corporation shall reserve and keep
available out of its authorized but unissued Common Stock such number of
shares of its Common Stock as shall from time to time be sufficient to effect
the conversion of the Series B Preferred Stock.

VOTING RIGHTS.  Except as otherwise required by law or as set forth below
the holders of shares of Series B Preferred Stock shall not be entitled to
notice of any shareholders' meeting or to vote upon any matter submitted to
a shareholder of the Corporation for a vote.

     Without the consent or affirmative vote of the holders of at least
fifty-one percent (51%) of the outstanding shares of Series B Preferred
Stock, voting separately as a class, the Corporation shall not (i) amend,
alter or repeal, whether by merger or consolidation or otherwise, the
Corporation's Certificate of Incorporation if the amendment, alteration or
repeal materially and adversely affects the powers, preferences or special
rights of the Series B Preferred Stock, or (ii) increase the authorized
number of shares of Series B Preferred Stock. Notwithstanding the foregoing,
the Corporation may at any time authorize, create or issue any shares of any
other class or series of capital stock of the Corporation ranking prior to
the Series B Preferred Stock as to dividends or upon liquidation or with
greater voting rights without the consent or vote of the holders of Series B
Preferred Stock.

REDEMPTION

     a. The Corporation shall have the right, at its sole option and election
made in accordance with paragraph (c) of this Section 7, commencing on the
date the Corporation first accepts a subscription from purchasers thereof for
shares of the Series B Preferred Stock and received payment therefor, to
redeem, out of funds legally available therefor, shares of Series B Preferred
Stock, in whole or in part, at a price of $1.05 per share plus all accrued
and unpaid dividends (the "Redemption Price).

     b.  If less than all shares of Series B Preferred Stock at the time
outstanding are to be redeemed, the shares to be redeemed shall, at the
election of the Board of Directors of the Corporation, be selected pro rata
or by lot or such other manner as the Board of Directors may determine;

     c. (i)  Notice of any redemption of shares of Series B Preferred Stock
pursuant to this Section 7 shall be mailed at least five (5) business days,
but not more than sixty (60) calendar days prior to the date fixed for
redemption to each holder of shares of Series B Preferred Stock to be
redeemed, at such holder's address as it appears on the transfer books of the
Corporation.  Holders of Series B Preferred Stock shall have conversion
rights until the close of business on the business day immediately preceding
the date fixed for redemption. In order to facilitate the redemption of
shares of Series B Preferred Stock, the Board of Directors may fix a record
date for the determination of shares to be redeemed and the date fixed for
such redemption. The Corporation shall redeem the number of shares so
specified on the date fixed for redemption. Any notice which is mailed as
herein provided shall be conclusively presumed to have been duly given,
whether or not the holder of the Series B Preferred Stock receives such
notice; and failure to give such notice by mail, or any defect in such
notice, to the holders of any shares designated for redemption shall not
affect the validity of the proceedings for the redemption of such shares or
any other shares of Series B Preferred Stock.  On or after the date fixed for
redemption as stated in such notice, each holder of the shares called for
redemption shall surrender the certificate evidencing such shares to the
Corporation at the place designated in such notice and shall thereupon be
entitled to receive payment of the Redemption Price.  If less than all the
shares represented by any such surrendered certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares.

     d.  On the date of any redemption being made pursuant to this Section 7
which is specified in a notice given pursuant to paragraph (c) of this
Section 7 and at any time after such notice shall have been mailed and before
the date of redemption the Corporation may deposit for the benefit of the
holders of shares of Series B Preferred Stock to be redeemed the funds
necessary for such redemption with a bank or trust company. Any monies so
deposited by the Corporation and unclaimed at the end of three years from the
date designated for such redemption shall revert to the general funds of the
Corporation.

     After such reversion, any such bank or trust company shall, upon demand,
pay over to the Corporation such unclaimed amounts and thereupon such bank or
trust company shall be relieved of all responsibility in respect thereof and
any holder of shares of Series B Preferred Stock to be redeemed shall look
only to the Corporation for the payment of the Redemption Price.  In the
event that monies are deposited pursuant to this paragraph (d) in respect of
shares of Series B Preferred Stock that are converted in accordance with the
provisions of Section 4, such monies shall, upon such conversion, revert to
the general funds of the Corporation and, upon demand, such bank or trust
company shall pay over to the Corporation such monies and shall be relieved
of all responsibility to the holders of such converted shares in respect
thereof.  Any interest accrued on funds deposited pursuant to this paragraph
(d) shall be paid from time to time to the Corporation for its own account.

     e.  Notice of Redemption having been given as aforesaid, notwithstanding
that any certificates for such shares shall not have been surrendered for
cancellation, from and after the date of redemption designated in the notice
of redemption (i) the shares represented thereby shall no longer be deemed
outstanding, (ii) the rights to receive dividends thereon shall cease to
accrue, and (iii) all rights of the holders of shares of Series B Preferred
Stock to be redeemed shall cease and terminates, excepting only the right to
receive the Redemption Price therefor and the right to convert such shares
into shares of Common Stock until the close of business on the business date
immediately preceding the date of redemption, in accordance with Section 4.

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

     1.  The Certificate of Incorporation is amended so that the designation
and number of shares of Series B Preferred Stock acted upon in the
resolution, and the relative rights, preferences and limitations of such
shares of Series B Preferred Stock, are as stated in the resolution.

     IN WITNESS WHEREOF, this Certificate of Amendment of the Certificate of
Incorporation was executed on behalf of the corporation this 30th day of
December, 2002.

                                      AMERICAN ASSET MANAGEMENT CORPORATION


                                      By:_/s/ Richard G. Gagliardi__
                                      Richard G. Gagliardi
                                      President