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                  CERTIFICATE OF THE DESIGNATION, PREFERENCES,
                            RIGHTS AND LIMITATIONS OF
                            SERIES B PREFERRED STOCK
                                       OF
                              AMERICAN GROUP, INC.

         American Group, Inc. (hereinafter referred to as the "Corporation" or
"Company"), a corporation organized and existing under the laws of the State of
Nevada,

         DOES HEREBY CERTIFY:

         That, the Articles of Incorporation of the Corporation authorizes the
issuance of 10,000,000 shares of Preferred Stock, $.001 par value per share, and
expressly vests in the Board of Directors of the Corporation the authority to
issue any or all of said shares in one or more series and by resolution or
resolutions to establish the designation, number, full or limited voting powers,
or the denial of voting powers, preferences and relative, participating,
optional, and other special rights and the qualifications, limitations,
restrictions and other distinguishing characteristics of each series to be
issued:

         RESOLVED, that pursuant to the authority conferred upon the Board of
Directors by the Articles of Incorporation, the Series B Preferred Stock, par
value $.001 with a stated value of $800.00 per share ("Preferred Stock"), is
hereby authorized and created, said series to consist of up to 5,900 shares. The
voting powers, preferences and relative, participating, optional and other
special rights, and the qualifications, limitations or restrictions thereof
shall be as follows:

         1.      Dividends on Preferred Stock

                 (a) The holders of Preferred Stock shall be entitled to receive
         dividends at the rate of 5% per annum payable semi-annually, in
         arrears. At the sole discretion of the Corporation, the dividends may
         be paid in cash, or by the in-kind payment of common stock. A cash
         dividend shall only be made out of funds legally available therefor. If
         dividends are paid in common stock, the value of the in-kind common
         stock shall be the Current Market Price (as defined below).

                  (b) Dividends in Kind of Assets or Other Securities. At any
         time prior to 5 PM EST on April 30, 2002, and in the event the
         Corporation shall make or issue, or shall fix a record date for the
         determination of holders of Common Stock entitled to receive, a
         dividend or other distribution with respect to the Common Stock payable
         in (i) securities of the Corporation other than shares of Common Stock
         or (ii) assets, then and in each such event the holders of Preferred
         Stock shall receive, at the same time such distribution is made with
         respect to Common Stock, the number of securities or such other assets
         of the Corporation which they would have received had their Preferred
         Stock been converted into Common Stock at 5 PM EST on the day
         immediately prior to the record date for determining holders of Common
         Stock entitled to receive such distribution. This right to Dividends in
         Kind of Assets or Other Securities expires at 5 PM EST on April 30,
         2002.
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         2.   Conversion of Preferred Stock into Common Stock

               1.   Time of Conversion. The Preferred Stock is convertible into
                    common stock of the Corporation at any time prior to 5 PM
                    EST on April 30, 2002, at which time the Preferred Stock
                    becomes non-convertible.

               2.   Conversion Ratio. Where conversion into common stock is
                    permitted, the Preferred Stock may be converted into a
                    quantity of shares of common stock of the Corporation that,
                    after conversion, equals 59% of the then outstanding common
                    stock at 5 PM EST on the day immediately prior to
                    conversion, and each share of Preferred Stock is convertible
                    into its pro rata quantity of common stock of the
                    Corporation. This calculation method shall be used when, if
                    and as all or a portion of the Preferred Stock is converted
                    from time to time. This calculation shall be made based on,
                    and as if, the total original issue quantity of shares of
                    the Preferred Stock is being converted in each occurrence of
                    conversion.

         3.    Voting

               (2)  Voting for Directors. As a class, and as long as 50% or more
                    of the original issue quantity of shares of the Preferred
                    Stock are outstanding, the Preferred Stock shall have the
                    right to elect three Directors of the Corporation by the
                    class voting of the Preferred Stock.. At such time as there
                    are outstanding the quantity of 50% or less shares of the
                    original issue quantity of shares of the Preferred Stock,
                    the right to elect three Directors shall expire.

               (3)  No Other Voting for Directors. The Preferred Stock shall not
                    have the right to vote for Directors who are to be elected
                    by the vote of any other class or classes of securities of
                    the Corporation.

               (4)  Other Voting Matters. In all other respects, and at any time
                    prior to 5 PM EST on April 30, 2002, the Preferred Stock
                    shall have the right to vote on any other matters for which
                    there is a vote of common stock of the Corporation, and in
                    such voting, the quantity of votes that may be cast by
                    Preferred Stock shall be the quantity that is calculated as
                    if all of the Preferred Stock had been converted on the
                    record date for the voting, and each share of Preferred
                    Stock may vote its pro rata calculation of common stock of
                    the Corporation. This right to vote on other voting matters
                    expires at 5 PM EST on April 30, 2002.

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         4.       Liquidation Rights

                  (a) In the event of any voluntary or involuntary liquidation,
         dissolution or winding up of the Corporation, the holders of shares of
         Preferred Stock then outstanding shall be entitled to receive out of
         assets of the Corporation available for distribution to stockholders,
         before any distribution of assets is made to holders of any other class
         of capital stock of the Corporation, an amount equal to $800.00 per
         share, plus accumulated and unpaid dividends thereon to the date fixed
         for distribution ("Liquidation Amount").

                  (b) A consolidation or merger of the Corporation (in the event
         that the Corporation is not the surviving entity) or sale of all or
         substantially all of the Corporation's assets shall be regarded as a
         liquidation, dissolution or winding up of the affairs of the
         Corporation within the meaning of this Section 4. In the event of such
         a liquidation as contemplated by this Section 4(b), the holders of
         Preferred Stock shall be entitled to receive an amount equal to the
         greater of the Liquidation Amount or that which such holders would have
         received if they had converted their Preferred Stock into Common Stock
         at 5 PM EST on the day immediately prior to such liquidation or winding
         up (without giving effect to the liquidation preference of or any
         dividends on any other capital stock ranking prior to the Common
         Stock).

                  (c) In the event of any voluntary or involuntary liquidation,
         dissolution or winding up of the Corporation which involves the
         distribution of assets other than cash, the Corporation shall promptly
         engage competent independent appraisers to determine the value of the
         assets to be distributed to the holders of shares of Preferred Stock
         and the holders of shares of Common Stock. The Corporation shall, upon
         receipt of such appraiser's valuation, give prompt written notice to
         each holder of shares of Preferred Stock of the appraiser's valuation.

         5.    Redemption at the Discretion of the Corporation

               (1)  The Corporation at its sole discretion, may redeem any
                    and/or all of the shares of the Preferred Stock as may be
                    outstanding from time to time upon thirty days written
                    notice to holders at a redemption price of $800.00 per share
                    of the Preferred Stock. The written notice shall be
                    delivered by the Corporation to each holder of record of the
                    Preferred Stock, at such holder's address as shown on the
                    records of the Corporation; provided, however, that the
                    Corporation's failure to give such Redemption Notice shall
                    in no way affect the Corporation's right to redeem the
                    Preferred Stock.

                    (ii) The Redemption Notice shall contain the following
                         information:

                        (A)  the Redemption Date and the Redemption Price; and

                        (B)  the number of shares the Preferred Stock being
                             redeemed.

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                   (iii) Surrender of Certificates. Each holder of shares of
                         the Preferred Stock to be redeemed shall surrender the
                         certificate(s) representing such shares to the
                         Corporation at the place designated in the Redemption
                         Notice, and thereupon the Redemption Price for such
                         shares as set forth in this Section 5 shall be paid to
                         the order of the person whose name appears in such
                         certificate(s) and each surrendered certificate shall
                         be canceled and retired. In the event some but not all
                         of the shares of the Preferred Stock represented by a
                         certificate(s) surrendered by a holder are being
                         redeemed, the Corporation shall execute and deliver to
                         or on the order of the holder, at the expense of the
                         Corporation, a new certificate representing the number
                         of shares of the Preferred Stock which were not
                         redeemed.

                    (iv) All shares of the Preferred Stock so redeemed shall
                         have the status of authorized but unissued preferred
                         stock of the Corporation, but such shares so redeemed
                         shall not be reissued as shares of the series of Series
                         B Preferred Stock created hereby.

         IN WITNESS WHEREOF, AMERICAN GROUP, INC. has caused its corporate seal
to be hereunto affixed and this certificate to be signed by Eric Deckinger, its
president, and JOHN STEWART, its secretary, this ___ day of ________________,
2000.

                                  AMERICAN GROUP, INC.

                                  By________________________________________
                                    Eric Deckinger, President

                                  By________________________________________
                                    John Stewart, Secretary

THE STATE OF FLORIDA              ss.
                                  ss.
COUNTY OF ___________             ss.

         BEFORE ME, the undersigned authority, on this day personally appeared
Eric Deckinger, known to me to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that he executed the same for the
purposes and consideration therein expressed.

         GIVEN UNDER MY HAND AND SEAL of office this ____ day of __________,
2000.

                                  --------------------------------------------
                                  NOTARY PUBLIC IN AND FOR
                                  THE STATE OF FLORIDA

THE STATE OF FLORIDA              ss.
                                  ss.
COUNTY OF ___________             ss.



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         BEFORE ME, the undersigned authority, on this day personally appeared
John Stewart, known to me to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that he executed the same for the
purposes and consideration therein expressed.

         GIVEN UNDER MY HAND AND SEAL of office this ____ day of __________,
2000.


                                 --------------------------------------------
                                 NOTARY PUBLIC IN AND FOR
                                 THE STATE OF FLORIDA


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