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                  CERTIFICATE OF THE DESIGNATION, PREFERENCES,
                            RIGHTS AND LIMITATIONS OF
                            SERIES C 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 C 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 9,000 shares
("Original Issue Quantity"). 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

                    (a)  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.

                    (b)  Conversion Ratio. Where a conversion of Preferred Stock
                         into common stock is to occur, each share of the
                         Preferred Stock to be converted (the "Converted Share")
                         shall be convertible into a number of shares of common
                         stock of the Corporation which bears the same ratio to
                         90% of the Non- Converted Shares outstanding at 5:00
                         p.m. prevailing Eastern Time on the day immediately
                         preceding conversion as the Converted Share bears to
                         the total number of shares of Preferred Stock
                         outstanding as of such time and date plus the number of
                         shares of Preferred Stock previously converted. The
                         term "Non-Converted Share" shall mean a share of
                         outstanding common stock other than a share which
                         resulted from any conversion of Preferred Stock. The
                         calculation method described in this paragraph (b)
                         shall be referred to as the "Conversion Ratio." The
                         Conversion Ratio shall be used when, if and as all or
                         any portion of the Preferred Stock is converted from
                         time to time.

                    (c)  Conversion Upon Majority Vote. At any time and from
                         time to time, beginning on July 1, 2001 and terminating
                         on April 30, 2002, a vote or a consent may be taken by
                         the then Preferred Stock holders to determine whether
                         to automatically convert all of the then outstanding
                         Preferred Stock into common stock. Such a determination
                         shall be by unanimous consent, or by a vote at any
                         regular or special meeting of the Preferred Stock
                         holders held pursuant to Rule 14A or 14C of the
                         Securities Exchange Act of 1934, as amended, or any
                         similar applicable rule in effect at the time. Upon the
                         unanimous vote of the then outstanding Preferred Stock
                         voting in favor of conversion of the Preferred Stock
                         into common stock, the Preferred Stock shall
                         automatically convert into common stock at the
                         Conversion Ratio.


         3.       Voting

                    (a)  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.



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                    (b)  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.

                    (c)  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.

         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 4holders 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.

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         5.       Redemption at the Discretion of the Corporation

                  (a)      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.

                                    (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 C Preferred Stock created hereby.

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         IN WITNESS WHEREOF, AMERICAN GROUP, INC. has caused its corporate seal
to be hereunto affixed and this certificate to be signed by ROBERT CLAIRE, its
president, and JOHN STEWART, its secretary, this 24 day of October, 2000.
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AMERICAN GROUP, INC.

                                  By________________________________________
Robert Claire, President

                                  By________________________________________
John Stewart, Secretary

THE STATE OF FLORIDA              ss.
                                  ss.
COUNTY OF BROWARD                 ss.

         BEFORE ME, the undersigned authority, on this day personally appeared
Robert Claire, 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 24th day of October, 2000.

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

THE STATE OF FLORIDA              ss.
                                  ss.
COUNTY OF BROWARD                 ss.

         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 24th day of October, 2000.


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



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