EXHIBIT 4.2



                           CERTIFICATE OF DESIGNATION
                                       OF
                           SERIES B-3 PREFERRED STOCK
                                       OF
                          AMERICAN UNITED GLOBAL, INC.

                         Pursuant to Section 151 of the
                        Delaware General Corporation Law

     American United Global,  Inc., a Delaware  corporation (the "Corporation"),
hereby  certifies  that the following  resolutions  were adopted by the Board of
Directors of the  Corporation  (the "Board of  Directors" or the "Board") on May
21, 2003  pursuant to  authority  of the Board as required by Section 151 of the
Delaware General Corporation Law (the "DGCL"):

     Resolved, that pursuant to the authority granted to and vested in the Board
of  Directors  in  accordance   with  the  provisions  of  the   Certificate  of
Incorporation  of the Corporation,  the Board of Directors  hereby  authorizes a
series of the  Corporation's  previously  authorized  preferred stock, par value
$0.01 per share (the "Preferred  Stock"),  and hereby states the designation and
number of shares, and fixes the relative rights, preferences, privileges, powers
and restrictions thereof as follows:

                                    ARTICLE 1
                                   Definitions

The  terms  defined  in  this  Article  whenever  used in  this  Certificate  of
Designation have the following respective meanings:

     1.1 "Affiliate"  has the meaning  ascribed to such term in Rule 12b-2 under
the Securities Exchange Act of 1934, as amended.

     1.2 "Asset Sale" means a sale,  lease,  exchange or other  transfer (in one
transaction  or a series of  transactions)  of all or  substantially  all of the
property,  assets or  business  of the  Corporation  to a Person,  other than an
Affiliate,  in which such property,  assets or business of the  Corporation  are
exchanged for securities or other  consideration  issued, or caused to be issued
by  the  acquiring   Person  or  its  subsidiary  to  the   Corporation  or  its
stockholders.

     1.3 "Automatic Conversion Date" has the meaning set forth in Section 6.2.

     1.4 "Business  Day" means a day other than  Saturday,  Sunday or any day on
which  commercial  banks  located  in the  State of New York are  authorized  or
obligated to close.

     1.5 "Capital  Stock" means the Common Stock,  the  Preferred  Stock and any
other  shares of any other  class or series of  capital  stock,  whether  now or
hereafter authorized and however designated, which have the right to participate
in the  distribution  of earnings  and assets  (upon  dissolution,  liquidation,
winding-up or otherwise) of the Corporation.

     1.6 "Common Stock" means the common stock,  par value $ 0.01 per share,  of
the Corporation.

     1.7  "Conversion  Date"  means any day on which all or any  portion  of the
outstanding shares of Series B-3 Preferred Stock is converted in accordance with
the provisions hereof.


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     1.8 "Conversion Notice" means a written notice of conversion  substantially
in the form annexed hereto as Annex I.

     1.9 "Conversion Rate" has the meaning set forth in Section 6.1.

     1.10  "Corporation"   means  American  United  Global,   Inc.,  a  Delaware
corporation,  and any  successor  or  resulting  corporation  by way of  merger,
consolidation, sale or exchange of all or substantially all of the Corporation's
assets, or otherwise.

     1.11 "Exchange Act" means the Securities  Exchange Act of 1934, as amended,
and the rules and  regulations  of the SEC  thereunder,  all as in effect at the
time.

     1.12  "Fundamental  Corporate  Event"  means  an  Asset  Sale  or a Sale of
Control.

     1.13 "Holder"  means any Person to whom the Series B-3  Preferred  Stock is
issued by the Corporation,  or any Person to whom the Series B-3 Preferred Stock
is  subsequently  transferred  in accordance  with the provisions  hereof.  1.14
"Issue Date" means the date that the certificate of merger shall be accepted for
filing with the  Secretary of State of the State of Delaware,  pursuant to which
Lifetime  Acquisition  Corp., a Delaware  corporation,  shall be merged with and
into Lifetime Healthcare Services,  Inc., a Delaware  corporation  ("Lifetime"),
with  Lifetime as the  surviving  corporation  of such merger (the  "Merger") in
accordance  with the terms and  conditions  of the Amended and Restated  Plan of
Merger  executed by the  Corporation  and the  foregoing  parties as of June 16,
2003.

     1.15 "Liquidation Preference" means, with respect to each full share of the
Series B-3 Preferred  Stock,  an amount equal to the sum of (i) the Stated Value
thereof,  plus (ii) any amount in excess of the Stated Value  thereof  which the
Holder of such share of Series B-3 Preferred  Stock would have received had such
Holder  converted  such share of Series B-3  Preferred  Stock into Common  Stock
immediately  prior to the date of liquidation,  dissolution or winding up of the
Corporation.

     1.16  "Person"  means an  individual,  a  corporation,  a  partnership,  an
association,   a  limited  liability   company,   an   unincorporated   business
organization,  a trust or other entity or  organization,  and any  government or
political subdivision or any agency or instrumentality thereof.

     1.17 "Preferred Stock" means the 2,700,000 shares of preferred stock of the
Corporation   authorized   for   issuance   pursuant  to  its   certificate   of
incorporation,  as amended to date, consisting of (a) 1,200,000 shares of Series
A preferred stock, and (b) 1,500,000 shares of Series B Preferred Stock.

     1.18 "Sale of Control" means a transaction or series of transactions, other
than in  respect  of the  Merger  and the  issuance  of the shares of Series B-2
Preferred Stock pursuant to the Certificate of Designations  for such Series B-2
Preferred  Stock,  in which more than 50% of the voting power of the Corporation
is disposed of to Persons who are not  Affiliates,  or any other  transaction or
series of  transactions as a result of which the ability to control the Board of
Directors  shall be vested in any  Person  or  "group"  (as such term is used in
Section  13(d)(3)  of the  Exchange  Act) who is not an  Affiliate  of Robert M.
Rubin,  the Rubin Family Trust or the  Corporation,  whether such transaction is
effected  through  (a) a tender  offer or  exchange  offer made by any Person or
"group" (as such term is used in Section  13(d)(3) of the  Exchange  Act) who is
not an Affiliate of Robert M. Rubin,  the Rubin Family Trust or the Corporation,
(b) a sale or exchange of Capital Stock, or (c) a merger,  consolidation or like
combination.

     1.19 "SEC" means the United States Securities and Exchange Commission.

     1.20 "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC thereunder, all as in effect at the time.


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     1.21 "Series B Preferred  Stock" means the shares of Preferred Stock of the
Corporation  consisting of the Series B-1 Preferred Stock,  Series B-2 Preferred
Stock and Series B-3 Preferred Stock

     1.22 "Series B-3 Preferred Stock" has the meaning set forth in Article 2.

     1.23  "Series B-1  Preferred  Stock" means the shares of Series B Preferred
Stock of the Corporation designated as Series B-1 Preferred Stock, or such other
series of Preferred Stock of the Corporation as may be exchanged therefor.

     1.24  "Series B-2  Preferred  Stock" means the shares of Series B Preferred
Stock of the Corporation  designated as Series B-2 Convertible  Preferred Stock,
or such other series of Preferred  Stock of the  Corporation as may be exchanged
therefor.

     1.25 "Stated Value" has the meaning set forth in Article 2.

     1.26  "Subsidiary"  means any entity of which securities or other ownership
interests  having  ordinary  voting  power to elect a  majority  of the Board of
Directors or other persons  performing  similar  functions are owned directly or
indirectly  by the  Corporation.  All  references  to "cash" or "$" herein  mean
currency of the United States of America.


                                    ARTICLE 2
                             Designation and Amount

     This series of Preferred  Stock shall consist of 232,500 shares of Series B
Preferred Stock and shall be designated  Series B-3 Convertible  Preferred Stock
(the "Series B-3 Preferred Stock"). The stated value of the Series B-3 Preferred
Stock shall be $20.00 per share (the "Stated Value").


                                    ARTICLE 3
                                      Rank

     In each case, as to dividends,  distributions  of assets upon  liquidation,
dissolution,  winding-up  or otherwise,  whether  voluntary or  involuntary,  or
otherwise, the Series B-3 Preferred Stock shall rank:

          (a) senior and prior to the Common Stock and any other class or series
     of Capital Stock of the Corporation now or hereafter issued, except for the
     Series B-1 Preferred Stock and the Series B-3 Preferred Stock, and

          (b) junior to the Series B-1 Preferred Stock; and

          (c) in parity with the Series B-2 Preferred  Stock, and on parity with
     any other  class or series of Capital  Stock of the  Corporation  hereafter
     issued,  specifically  ranking  by its terms in parity  with the Series B-3
     Convertible Preferred Stock.


                                    ARTICLE 4
                                    Dividends

     The Series B-3 Preferred Stock shall not pay any fixed or stated  dividend.
However,  if the  Corporation  shall at any time or from time to time  after the
Issue Date declare,  order,  pay or make a cash  dividend or other  distribution
(excluding,  however,  any distribution of stock or other securities or property
or rights or warrants or options to subscribe for securities of the  Corporation
or any of its  Subsidiaries  by way of  dividend or  spin-off)  on shares of its
Common  Stock  or any  other  securities,  then,  and in  each  such  case,  the
Corporation  shall  declare,  order,  pay and  make the same  cash  dividend  or
distribution  to each  Holder of Series B-3  Preferred  Stock as would have been
made with  respect to the number of shares of Common Stock the Holder would have
received  had it  converted  all of its  shares of Series  B-3  Preferred  Stock
immediately prior to such cash dividend or distribution.



<PAGE>



                                    ARTICLE 5
              Liquidation Preference; Mergers, Consolidations, etc.


     Section 5.1 If (i) the  Corporation  shall  commence a voluntary case under
the Federal bankruptcy laws or any other applicable Federal or state bankruptcy,
insolvency  or similar law, or consent to the entry of an order for relief in an
involuntary case under any law or to the appointment of a receiver,  liquidator,
assignee,  custodian, trustee or sequestrator (or other similar official) of the
Corporation or of any  substantial  part of its property,  or make an assignment
for the benefit of its  creditors,  or admit in writing its inability to pay its
debts  generally  as they  become  due,  or if a decree or order  for  relief in
respect of the  Corporation  shall be entered by a court having  jurisdiction in
the premises in an  involuntary  case under the Federal  bankruptcy  laws or any
other  applicable  Federal  or  state  bankruptcy,  insolvency  or  similar  law
resulting in the  appointment of a receiver,  liquidator,  assignee,  custodian,
trustee or sequestrator (or other similar official) of the Corporation or of any
substantial  part of its property,  or ordering the winding up or liquidation of
its affairs,  and any such decree or order shall be unstayed and in effect for a
period of 30  consecutive  days and,  on account of any such event  ("Insolvency
Proceeding") or (ii) if the Corporation shall otherwise  liquidate,  dissolve or
wind up, no  distribution  shall be made to the  holders of any shares of Common
Stock or other shares of Capital Stock of the Corporation  other than Series B-1
Preferred  Stock,  whether now or  hereafter  issued,  upon any such  Insolvency
Proceeding,  liquidation,  dissolution or winding-up,  unless prior thereto, the
Holders of shares of Series  B-2  Preferred  Stock and the Series B-3  Preferred
Stock, subject to this Article 5, shall have received the Liquidation Preference
with respect to each share, on an equal and pari-passu basis.

     Section 5.2 For purposes of this  Certificate of  Designations,  including,
without  limitation,  Article  5  hereof,  the  consummation  of  a  Fundamental
Corporate  Event shall not be deemed,  considered or construed as a liquidation,
dissolution or winding-up of the Corporation.


                                    ARTICLE 6
                    Conversion of Series B-3 Preferred Stock


     Section 6.1 Optional Conversion; Conversion Rate

     Commencing on a date which shall be six (6) months after the Issue Date, at
the  option of the  Holder,  each  share of Series  B-3  Preferred  Stock may be
converted,  at any time and from time to time on or after the Issue  Date,  into
twenty  (20)  shares of Common  Stock.  Such  initial  conversion  rate shall be
adjusted  from time to time as  provided  in  Section  6.5  hereof  (and,  as so
adjusted, is hereinafter referred to as the "Conversion Rate").


     Section 6.2 Automatic Conversion

          (a) Upon the earlier to occur of either (i) any date following six (6)
     months after the Issue Date,  as  determined  by resolution of the Board of
     Directors of the Corporation,  or (ii) immediately prior to consummation of
     any Fundamental  Corporate Event (each,  an "Automatic  Conversion  Date"),
     all,  and not less than all, of the then issued and  outstanding  shares of
     Series B-3  Preferred  Stock shall  automatically,  and without any further
     action on the part of the  Corporation  or the Holder,  be  converted  into
     shares of Common  Stock at the  Conversion  Rate then in effect;  provided,
     that on such Automatic  Conversion  Date all, and not less than all, of the
     then  issued and  outstanding  shares of Series B-2  Preferred  Stock shall
     automatically,   and  without  further  any  action  on  the  part  of  the
     Corporation or the holders of Series B-2 Preferred Stock, be converted into
     shares of Common Stock at the Conversion  Rate for the Series B-2 Preferred
     Stock then in effect .



<PAGE>



          (b) Upon the occurrence of such automatic conversion of the Series B-3
     Preferred  Stock, the Holders of Series B-3 Preferred Stock shall surrender
     the certificates representing such shares at the office of the Corporation.
     Thereupon,  there shall be issued and delivered to such Holder  promptly at
     such  office and in its name as shown on such  surrendered  certificate  or
     certificates,  a certificate  or  certificates  for the number of shares of
     Common  Stock  into  which  the  shares  of  Series  B-3  Preferred   Stock
     surrendered were convertible on the date on which such automatic conversion
     occurred.

     Section 6.3 Exercise of Conversion Privilege

          (a) The  conversion  of the  shares of Series B-3  Preferred  Stock in
     accordance with Section 6.1 above may be exercised, in whole or in part, by
     the Holder by faxing an executed  and  completed  Conversion  Notice to the
     Corporation.  Each  date on  which a  Conversion  Notice  is  faxed  to the
     Corporation  in  accordance  with the  provisions of this Section 6.3 shall
     constitute a Conversion Date. The Corporation  shall convert the Series B-3
     Preferred Stock and issue the appropriate  number of shares of Common Stock
     to be issued in connection  with such optional  conversion,  and all voting
     and other rights  associated  with the  beneficial  ownership of the Common
     Stock issued at conversion shall vest with the Holder,  effective as of the
     Conversion  Date  at the  time  specified  in the  Conversion  Notice.  The
     Conversion  Notice also shall state the name or names (with  addresses)  of
     the Persons who are to become the holders of the Common  Stock  issuable in
     connection  with such  conversion.  The Holder shall  deliver the shares of
     Series B-3 Preferred  Stock to the  Corporation  by express  courier within
     five  Business Days  following  the  Conversion  Date.  Upon  surrender for
     conversion, the Series B-3 Preferred Stock shall be accompanied by a proper
     assignment  thereof to the Corporation or be endorsed in blank. As promptly
     as practicable after the receipt of the Conversion Notice as aforesaid, but
     in any  event  not more than five  Business  Days  after the  Corporation's
     receipt of such  Conversion  Notice,  the  Corporation  shall (i) issue the
     Common Stock  issuable at conversion in accordance  with the  provisions of
     this  Article 6, and (ii) cause to be mailed for delivery to the Holder (x)
     a certificate or certificate(s) representing the number of shares of Common
     Stock to which the Holder is  entitled  by virtue of such  conversion,  (y)
     cash,  as provided in Section 6.4, in respect of any fraction of a share of
     Common Stock issuable at conversion and (z) if the  Corporation  chooses to
     pay accrued and unpaid dividends in cash, cash in the amount of accrued and
     unpaid dividends as of the Conversion Date. Such conversion shall be deemed
     to have been effected at the time at which the Conversion  Notice indicates
     so long as the Series B-3 Preferred  Stock shall have been  surrendered  as
     aforesaid  at such  time,  and at such time the rights of the Holder of the
     Series B-3 Preferred  Stock, as such, shall cease and the Person or Persons
     in whose name or names the Common  Stock shall be issuable  shall be deemed
     to have  become  the  holder or  holders  of record of the shares of Common
     Stock  represented  thereby and all voting and other rights associated with
     the beneficial  ownership of such shares of Common Stock shall at such time
     vest with such Person or Persons.  The Conversion Notice shall constitute a
     contract between the Holder and the  Corporation,  whereby the Holder shall
     be deemed to  subscribe  for the number of shares of Common  Stock which it
     will be  entitled  to receive  upon such  conversion  and,  in payment  and
     satisfaction of such  subscription (and for any cash adjustment to which it
     is entitled pursuant to Section 6.4), to surrender the Series B-3 Preferred
     Stock and to release the Corporation from all liability  thereon other than
     the obligation to deliver the  certificates  representing the Common Shares
     and pay cash in lieu of fractional shares as set forth in this Section 6.3.
     No cash payment  aggregating  less than $1.00 shall be required to be given
     unless specifically requested by the Holder.

          (b) The Holder shall be entitled to exercise its conversion  privilege
     notwithstanding the commencement of any case under 11 U.S.C. Section 101 et
     seq. (the  "Bankruptcy  Code").  In the event the  Corporation  is a debtor
     under the  Bankruptcy  Code, the  Corporation  hereby waives to the fullest
     extent  permitted any rights to relief it may have under 11 U.S.C.  Section
     362 in respect of the Holder's conversion privilege. The Corporation hereby
     waives to the  fullest  extent  permitted  any rights to relief it may have
     under 11 U.S.C.  Section 362 in respect of the conversion of the Series B-3
     Preferred  Stock.  The Corporation  agrees,  without cost or expense to the
     Holder,  to take or consent to any and all action  necessary to  effectuate
     relief under 11 U.S.C. Section 362.



<PAGE>



          (c) All shares of Series B-3 Preferred  Stock and all shares of Series
     B-2  Preferred  Stock shall be  converted  into  shares of Common  Stock as
     provided in Section 6.2 of this Article 6, with an  effective  date of such
     conversion  being  either  (i)  immediately  prior to  consummation  of any
     Fundamental  Corporate  Event,  or (ii) on the  Automatic  Conversion  Date
     corresponding  to the date that the Board of Directors  of the  Corporation
     shall execute  resolutions  effecting an automatic  conversion  pursuant to
     Section 6.2 above, as the case may be, and the record date for the issuance
     of such Common Stock shall be such effective date.

     Section 6.4 Fractional Shares

     No  fractional  shares of  Common  Stock or scrip  representing  fractional
shares of Common  Stock  shall be  issued  upon  conversion  of the  Series  B-3
Preferred  Stock.  Instead  of any  fractional  shares  of  Common  Stock  which
otherwise would be issuable upon  conversion of the Series B-3 Preferred  Stock,
the  Corporation  shall pay a cash  adjustment in respect of such fraction in an
amount  equal to the same  fraction  multiplied  by the closing bid price of the
Common Shares on the last trading day before the Conversion Date.

     Section 6.5 Adjustments to Conversion Rate

     If, prior to the date on which all shares of Series B-3 Preferred Stock are
converted, the Corporation shall (i) pay a dividend in shares of Common Stock or
Options of  Convertible  Securities or make a  distribution  in shares of Common
Stock or Options of  Convertible  Securities,  (ii)  subdivide  its  outstanding
Common Stock,  (iii) combine its outstanding  Common Stock into a smaller number
of shares of Common Stock or (iv) issue by  reclassification of its Common Stock
other  securities  of the  Corporation,  the  Conversion  Rate in  effect on the
opening of business on the record date for determining  stockholders entitled to
participate in such transaction  shall thereupon be adjusted,  or, if necessary,
the right to convert shall be amended,  such that the number of shares of Common
Stock  receivable  upon  conversion of the shares of Series B-3 Preferred  Stock
immediately prior thereto shall be adjusted so that the Holder shall be entitled
to receive,  upon the  conversion of such shares of Series B-3 Preferred  Stock,
the kind and  number  of  shares  of  Common  Stock or other  securities  of the
Corporation  which it would have owned or would  have been  entitled  to receive
after the  happening  of any of the  events  described  above had the Series B-3
Preferred Stock been converted  immediately prior to the happening of such event
or any record date with respect  thereto.  Any adjustment  made pursuant to this
Section 6.5 shall become effective  immediately after the effective date of such
event and such  adjustment  shall be retroactive to the record date, if any, for
such event.  No adjustment with respect to any ordinary cash dividends (made out
of current earnings) on shares of Common Stock shall be made.

     In each case of an  adjustment  of the  Conversion  Rate for the  number of
shares of Common Stock  issuable  upon  conversion  of the Series B-3  Preferred
Stock,  the  Corporation,  at its  expense,  shall  compute such  adjustment  or
readjustment in accordance with the provisions  hereof and prepare a certificate
showing such adjustment,  and shall mail such certificate,  by first class mail,
postage prepaid,  to each registered Holder of Series B-3 Preferred Stock at the
Holder's address as shown in the Corporation's  books. The certificate shall set
forth such  adjustment or  readjustment,  showing in detail the facts upon which
such adjustment or readjustment is based.


                                    ARTICLE 7
                                  Voting Rights

     Section 7.1 General Voting Rights

     Except as otherwise  provided  herein or as required by law, the Series B-3
Preferred  Stock shall be voted  equally with the shares of Common Stock and not
as a separate class, at any annual or special meeting of the stockholders of the
Corporation,  and may act by written  consent  in the same  manner as the Common
Stock, in either case upon the following basis:  each holder of shares of Series
B-3 Preferred  Stock shall be entitled to such number of votes as shall be equal
to the whole number of shares of Common Stock into which such holder's aggregate
number of shares of Series B-3  Preferred  Stock are  convertible  (pursuant  to
Article 6 hereof)  immediately  after the close of  business  on the record date
fixed for such meeting or the effective date of such written consent.


<PAGE>




     Section 7.2 Notice

     The  Corporation  shall provide each Holder of Series B-3  Preferred  Stock
with prior  notification of any meeting of the  stockholders  (and copies of all
proxy materials and other information sent to shareholders). In the event of any
taking by the  Corporation  of a record of its  stockholders  for the purpose of
determining  stockholders who are entitled to receive payment of any dividend or
other  distribution,  any right to subscribe for,  purchase or otherwise acquire
(including by way of merger, consolidation or recapitalization) any share of any
class or any other securities or property, or to receive any other right, or for
the purpose of determining  stockholders  who are entitled to vote in connection
with any  proposed  liquidation,  dissolution,  winding up or  otherwise  of the
Corporation, the Corporation shall mail a notice thereof to each Holder at least
30 days  prior to the  date on which  any  such  record  is to be taken  for the
purpose of such dividend,  distribution,  right or other event,  together with a
brief   statement   regarding  the  amount  and  character  of  such   dividend,
distribution, right or other event to the extent known at such time.

     Section 7.3 Separate Class Voting Rights

     To the extent that under the DGCL the vote of the Holders of the Series B-3
Preferred  Stock,  voting  separately as a class, is applicable,  is required to
authorize a given action of the Corporation,  the affirmative vote or consent of
the  Holders  of at least a  majority  of the  outstanding  shares of Series B-3
Preferred Stock  represented at a duly held meeting at which a quorum is present
or by  written  consent of a majority  of the  outstanding  shares of Series B-3
Preferred  Stock  (except as  otherwise  may be  required  under the DGCL) shall
constitute the approval of such action by the class.

                                    ARTICLE 8
                                  Miscellaneous

     Section 8.1 Loss, Theft, Destruction of Preferred Stock

     Upon  receipt of  evidence  satisfactory  to the  Corporation  of the loss,
theft, destruction or mutilation of shares of Series B-3 Preferred Stock and, in
the case of any such loss,  theft or  destruction,  upon  receipt  of  indemnity
reasonably  satisfactory  to the  Corporation,  or,  in  the  case  of any  such
mutilation,  upon surrender and  cancellation of the Series B-3 Preferred Stock,
the Corporation  shall make,  issue and deliver,  in lieu of such lost,  stolen,
destroyed  or  mutilated  shares of Series B-3  Preferred  Stock,  new shares of
Series B-3 Preferred  Stock of like tenor.  The Series B-3 Preferred Stock shall
be held and owned upon the express condition that the provisions of this Section
8.1 are exclusive with respect to the replacement of mutilated,  destroyed, lost
or stolen  shares of Series B-3 Preferred  Stock and shall  preclude any and all
other  rights  and  remedies  notwithstanding  any law or  statute  existing  or
hereafter  enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without the surrender thereof.

     Section 8.2 Whom Deemed Absolute Owner

     The  Corporation may deem the Person in whose name the Series B-3 Preferred
Stock shall be registered  upon the registry books of the Corporation to be, and
may treat it as, the absolute  owner of the Series B-3  Preferred  Stock for the
purpose of receiving payment of dividends on the Series B-3 Preferred Stock, for
the conversion of the Series B-3 Preferred Stock and for all other purposes, and
the  Corporation  shall not be affected by any notice to the contrary.  All such
payments  and such  conversion  shall be valid  and  effectual  to  satisfy  and
discharge the liability upon the Series B-3 Preferred Stock to the extent of the
sum or sums so paid or the conversion so made.



<PAGE>



     Section 8.3 Register

     The Corporation  shall keep at its principal office a register in which the
Corporation  shall  provide  for the  registration  of the Series B-3  Preferred
Stock.  Upon any transfer of the Series B-3 Preferred  Stock in accordance  with
the  provisions  hereof,  the  Corporation  shall  register such transfer on the
register of Series B-3 Preferred Stock.

     Section 8.4 Withholding

     To the extent  required by  applicable  law, the  Corporation  may withhold
amounts for or on account of any taxes  imposed or levied by or on behalf of any
taxing authority in the United States having  jurisdiction  over the Corporation
from any payments made pursuant to the Series B-3 Preferred Stock.

     Section 8.5 Headings

     The  headings  of  the  Articles  and  Sections  of  this   Certificate  of
Designation  are inserted for  convenience  only and do not constitute a part of
this Certificate of Designation.

     Section 8.6 Severability

     If any provision of this  Certificate of  Designation,  or the  application
thereof   to  any  person  or  entity  or  any   circumstance,   is  invalid  or
unenforceable,  (i) a suitable  and  equitable  provision  shall be  substituted
therefor  in order to carry  out,  so far as may be valid and  enforceable,  the
intent and  purpose of such  invalid or  unenforceable  provision,  and (ii) the
remainder  of  this  Certificate  of  Designation  and the  application  of such
provision to other persons,  entities or circumstances  shall not be affected by
such   invalidity   or   unenforceability,   nor  shall   such   invalidity   or
unenforceability affect the validity or enforceability of such provision, or the
application thereof, in any other jurisdiction.



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<PAGE>




In Witness  Whereof,  the Corporation has caused this Certificate of Designation
to be signed by its duly authorized officers on May 21, 2003.



                                       AMERICAN UNITED GLOBAL, INC.


                                       By:       \s\ Robert M. Rubin
                                                 --------------------
                                       Name:    Robert M. Rubin,  President


<PAGE>







                                     ANNEX I

                            FORM OF CONVERSION NOTICE

To:      American United Global, Inc.

[ADDRESS]
[ADDRESS]

The  undersigned  owner of this  Series  B-3  Convertible  Preferred  Stock (the
"Series B-3  Preferred  Stock")  issued by American  United  Global,  Inc.  (the
"Corporation")  hereby  irrevocably  exercises its option to convert  __________
shares of the Series B-3 Preferred  Stock into shares of the common  stock,  par
value $0.01 per share ("Common  Stock"),  of the  Corporation in accordance with
the terms of the Certificate of Designation.  The undersigned  hereby  instructs
the  Corporation  to convert  the  number of shares of the Series B-3  Preferred
Stock  specified  above into  Shares of Common  Stock  Issued at  Conversion  in
accordance  with the provisions of Article 6 of the  Certificate of Designation.
The undersigned directs that the Common Stock issuable and certificates therefor
deliverable upon conversion and the  recertificated  Series B-3 Preferred Stock,
if any, not being surrendered for conversion hereby,  together with any check in
payment for fractional  Common Stock,  be issued in the name of and delivered to
the  undersigned   unless  a  different  name  has  been  indicated  below.  All
capitalized  terms used and not  defined  herein  have the  respective  meanings
assigned to them in the  Certificate of  Designation.  So long as the Series B-3
Preferred  Stock  shall  have  been  surrendered  for  conversion   hereby,  the
conversion pursuant hereto shall be deemed to have been effected at the date and
time specified below, and at such time the rights of the undersigned as a Holder
of the Series B-3 Preferred Stock shall cease and the Person or Persons in whose
name or names the Common Stock Issued at Conversion  shall be issuable  shall be
deemed to have  become the  holder or  holders  of record of the  Common  Shares
represented  thereby  and all  voting  and  other  rights  associated  with  the
beneficial  ownership  of such Common  Shares  shall at such time vest with such
Person or Persons.



Date and time:
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Signature

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