[GRAPHIC OMITTED]

DEAN HELLER
SECRETARY OF STATE
204 NORTH CARSON STREET, SUITE 1
CARSON CITY, NEVADA 89701-4299
(775) 684 5708
WEBSITE: SECRETARYOFSTATE.BIZ                            FILED# C17516-03
                                                            AUG 24 2004

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    CERTIFICATE OF DESIGNATION                         IN THE OFFICE OF
     (PURSUANT TO NRS 78.1955)                          /s/Dean Heller
----------------------------------------         DEAN HELLER, SECRETARY OF STATE

IMPORTANT: READ ATTACHED INSTRUCTIONS
BEFORE COMPLETING FORM.                       ABOVE SPACE IS FOR OFFICE USE ONLY


                           CERTIFICATE OF DESIGNATION
                           --------------------------
                         FOR NEVADA PROFIT CORPORATIONS
                         ------------------------------
                            (PURSUANT TO NRS 78.1955)

1.   NAME  OF  CORPORATION:
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ATNG INC.

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2.   BY  RESOLUTION  OF  THE  BOARD  OF DIRECTORS PURSUANT TO A PROVISION IN THE
     ARTICLES  OF  INCORPORATION,  THIS  CERTIFICATE  ESTABLISHES  THE FOLLOWING
     REGARDING  THE  VOTING  POWERS,  DESIGNATIONS,  PREFERENCES,  LIMITATIONS,
     RESTRICTIONS AND RELATIVE RIGHTS OF THE FOLLOWING CLASS OR SERIES OF STOCK:
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Series C Preferred Stock to consist of 20,000,000 shares:

l.     Dividends.  Except  as provided herein, the holders of outstanding shares
       ---------
of  the  Series  C  Preferred Stock shall be Entitled to receive cash, stock, or
other property, as dividends when, as, and if declared by the Board of Directors
of  the  Company.  If shares of the Series C Preferred Stock or the Common Stock
are to be issued as a dividend, any such shares shall be issued at Market Value.
"Market  Value"  for  the  Common  Stock for the purposes of this Certificate of
Designation  shall  mean  the  average  of the bid and ask prices for the Common
Stock  for the five business days preceding the declaration of a dividend by the
Board  of  Directors.  "Market Value" with respect to any shares of the Series C
Preferred Stock shall be as determined by the Board of Directors, whose decision
shall  be  final  and  binding  on  all  parties.

2.     Redemption Rights.  Subject  to  the applicable provisions of Nevada law,
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the  Company, at the option of its directors, and with the consent of a majority
of  the  stockholders  of  the Series C Preferred Stock, may at any time or from
time  to time redeem the whole or any part of the outstanding Series C Preferred
Stock.  [CONTINUATION  ATTACHED]

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3. EFFECTIVE DATE OF FILING (OPTIONAL):
                                       -----------------------------------------
                                          (must not be later that 90 days
                                          after the certificate is filed)

4. OFFICER SIGNATURE: /s/ illegible
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FILLING FEE: $175.00

     IMPORTANT:  Failure  to include any of the above information and submit the
     proper  fees  may  cause  this  filing  to  be  rejected.

     SUBMIT IN DUPLICATE

THIS FORM MUST BE ACCOMANIED                           NEVADA SECRETARY OF STATE
BY APPROPRIATE FEES                                  AM 78.1955 DESIGNATION 2003
SEE ATTACHED FEE SCHEDULE.                                    REVISED ON 1/03/03


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                                  CONTINUATION
                                     FOR THE
                           CERTIFICATE OF DESIGNATION
                      ESTABLISHING SERIES C PREFERRED STOCK
                                  OF ATNG INC.

Any  such redemption shall be pro rata with respect to all of the holders of the
Series C Preferred Stock.  Upon redemption, the Company shall pay for each share
redeemed  the amount of $10.00 per share, payable in cash, the redemption amount
being  referred  to  as  the "Redemption Price."  Such redemption shall be on an
all-or-nothing  basis.

     At  least  30 days previous notice by mail, postage prepaid, shall be given
to  the  holders  of record of the Series C Preferred Stock to be redeemed, such
notice  to  be  addressed to each such stockholder at the address of such holder
appearing on the books of the Company or given by such holder to the Company for
the  purpose  of notice, or if no such address appears or is given, at the place
where  the  principal office of the Company is located.  Such notice shall state
the  date fixed for redemption and the redemption price, and shall call upon the
holder  to  surrender to the Company on said date at the place designated in the
notice  such  holder's certificate or certificates representing the shares to be
redeemed.  On  or after the date fixed for redemption and stated in such notice,
each  holder  of  Series C Preferred Stock called for redemption shall surrender
the certificate evidencing such shares to the Company 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.  If such notice of redemption shall have been duly given, and
if  on the date fixed for redemption funds necessary for the redemption shall be
available  therefor, notwithstanding that the certificates evidencing any Series
C  Preferred  Stock  called  for redemption shall not have been surrendered, the
dividends  with  respect  to the shares so called for redemption shall forthwith
after  such  date  cease  and determine, except only the right of the holders to
receive  the  redemption  price  without  interest  upon  surrender  of  their
certificates  therefor.

     If,  on  or  prior  to  any date fixed for redemption of Series C Preferred
Stock,  the  Company deposits, with any bank or trust company as a trust fund, a
sum  sufficient  to redeem, on the date fixed for redemption thereof, the shares
called  for  redemption, with irrevocable instructions and authority to the bank
or  trust  company  to give the notice of redemption thereof (or to complete the
giving  of  such  notice if theretofore commenced) and to pay, or deliver, on or
after  the  date  fixed for redemption or prior thereto, the redemption price of
the  shares  to  their  respective  holders  upon  the  surrender of their share
certificates, then from and after the date of the deposit (although prior to the
date  fixed  for  redemption),  the  shares  so called shall be redeemed and any
dividends  on  those  shares  shall  cease  to  accrue  after the date fixed for
redemption.  The  deposit  shall  constitute full payment of the shares to their
holders,  and  from and after the date of the deposit the shares shall no longer
be  outstanding  and  the  holders  thereof  shall cease to be stockholders with
respect to such shares, and shall have no rights with respect thereto except the
right  to receive from the bank or trust company payment of the redemption price
of  the  shares  without  interest,  upon  the  surrender  of their certificates
therefor.  Any  interest accrued on any funds so deposited shall be the property
of,  and  paid  to,  the Company.  If the holders of Series C Preferred Stock so
called for redemption shall not, at the end of six years from the date fixed for
redemption  thereof,  have  claimed  any  funds so deposited, such bank or trust
company  shall  thereupon pay over to the Company such unclaimed funds, and such
bank  or  trust  company  shall  thereafter be relieved of all responsibility in
respect  thereof to such holders and such holders shall look only to the Company
for  payment  of  the  redemption  price.

     3     Liquidation  Rights.  Upon the dissolution, liquidation or winding up
           -------------------
of  the  Company,  whether  voluntary  or  involuntary,  the holders of the then
outstanding  shares of Series C Preferred Stock shall be entitled to receive out
of  the  assets  of  the  Company  the sum of $0.001 per share (the "Liquidation
Rate")  before any payment or distribution shall be made on the Common Stock, or
any  other  class of capital stock of the Company ranking junior to the Series C
Preferred  Stock.

          (a)     The  sale,  conveyance, exchange or transfer (for cash, shares
of  stock,  securities  or  other consideration) of all or substantially all the
property and assets of the Company shall be deemed a dissolution, liquidation or
winding  up  of  the  Company  for purposes of this Paragraph 3, but the merger,
consolidation,  or  other  combination  of  the  Company  into or with any other
corporation,  or  the  merger,  consolidation,  or  other  combination


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<PAGE>
of  any  other  corporation  into  or  with  the  Company, shall not be deemed a
dissolution,  liquidation  or winding up, voluntary or involuntary, for purposes
of  this  Paragraph  3.  As  use  herein,  the  "merger, consolidation, or other
combination"  shall include, without limitation, a forward or reverse triangular
merger,  or  stock  exchange of the Company and any of its subsidiaries with any
other  corporation.

          (b)     After  the  payment  to  the holders of shares of the Series C
Preferred  Stock  of the full preferential amounts fixed by this Paragraph 3 for
shares  of  the  Series C Preferred Stock, the holders of the Series C Preferred
Stock as such shall have no right or claim to any of the remaining assets of the
Company.

          (c)     In  the  event  the  assets  of  the  Company  available  for
distribution  to  the  holders of the Series C Preferred Stock upon dissolution,
liquidation  or  winding  up of the Company shall be insufficient to pay in full
all  amounts to which such holders are entitled pursuant to this Paragraph 3, no
distribution  shall  be  made  on  account of any shares of a class or series of
capital stock of the Company ranking on a parity with the shares of the Series C
Preferred Stock, if any, upon such dissolution, liquidation or winding up unless
proportionate distributive amounts shall be paid on account of the shares of the
Series  C  Preferred  Stock,  ratably,  in  proportion  to the full distributive
amounts  for  which  holders of all such parity shares are respectively entitled
upon  such  dissolution,  liquidation  or  winding  up.

     4     No  Conversion  Rights  for  Series  C Preferred Stock.  The Series C
           ------------------------------------------------------
Preferred  Stock  shall not have any conversion rights into shares of the Common
Stock.

     5     Reservation  of  Shares.  The  Company  shall,  so long as any of the
           -----------------------
shares  of  the  Series  C  Preferred  Stock  are  outstanding, reserve and keep
available  out of its authorized and unissued shares of the Common Stock, solely
for  the  purpose  of  effecting  the  conversion  of the shares of the Series C
Preferred  Stock, the number of shares of the Common Stock as shall from time to
time  be sufficient to affect the conversion of all of the outstanding shares of
the  Series  C  Preferred  Stock.

     6     Preferred Status.  The rights of the shares of the Common Stock shall
           ----------------
be  subject to the preferences and relative rights of the shares of the Series C
Preferred  Stock.  Without  the prior written consent of the holders of not less
than two-thirds (2/3) of the outstanding shares of the Series C Preferred Stock,
the  Company  shall not hereafter authorize or issue additional or other capital
stock  that  is  of senior or equal rank to the shares of the Series C Preferred
Stock  in  respect  of the preferences as to distributions and payments upon the
liquidation,  dissolution and winding up of the Company described in Paragraph 3
above.

     7     Restriction  on  Dividends.  If  any shares of the Series C Preferred
           --------------------------
Stock  are outstanding, the Company shall not, without the prior written consent
of  the holders of not less than two-thirds (2/3) of the then outstanding shares
        -------
of the Series C Preferred Stock, directly or indirectly declare, pay or make any
dividends  or other distributions upon any of the Common Stock.  Notwithstanding
the  foregoing, this paragraph shall not prohibit the Company from declaring and
paying a dividend in cash with respect to the shares of the Common Stock so long
as  the  Company  simultaneously  pays  each  holder  of  shares of the Series C
Preferred  Stock  an  amount  in cash equal to the amount such holder would have
received  had  all  of such holder's shares of the Series C Preferred Stock been
converted  to shares of the Common Stock on the business day prior to the record
date  for  any  such  dividend.

     8     Vote to Change the Terms of the Series C Preferred Stock. Without the
           --------------------------------------------------------
prior  written  consent  of the holders of not less than two-thirds (2/3) of the
outstanding shares of the Series C Preferred Stock, the Company shall not amend,
alter,  change or repeal any of the powers, designations, preferences and rights
of  the  Series  C  Preferred  Stock.

     9     Lost or Stolen Certificates.  Upon receipt by the Company of evidence
           ---------------------------
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Preferred  Stock  Certificates  representing  shares  of  the Series C Preferred
---------
Stock,  and,  in  the case of loss, theft or destruction, of any indemnification
undertaking  or  bond, in the Company's discretion, by the holder to the Company
and, in the case of mutilation, upon surrender and cancellation of the Preferred
Stock  Certificate(s),  the  Company  shall  execute  and  deliver  new Series C
Preferred  Stock  Certificate(s)  of like tenor and date; provided, however, the
Company  shall  not  be  obligated  to  re-issue  Series


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<PAGE>
C  Preferred Stock Certificates if the holder thereof contemporaneously requests
the  Company  to  convert  such  shares of the Series C Preferred Stock into the
Common  Stock.

     10     Voting.  On  all  matters  submitted to a vote of the holders of the
            ------
Common Stock, including, without limitation, the election of directors, a holder
of shares of the Series C Preferred Stock shall be entitled to 100 votes on such
matters  equal  to  the number of shares of the Series C Preferred Stock held by
such holder at the record date for the determination of stockholders entitled to
vote  on  such  matters.  If  no such record date is established, the date to be
used  for the determination of the stockholders entitled to vote on such matters
shall  be  the  date on which notice of the meeting of stockholders at which the
vote  is  to be taken is marked, or the date any written consent of stockholders
is solicited if the vote is not to be taken at a meeting.  The holders of Series
C  Preferred  Stock  shall not vote as a separate class, but shall vote with the
holders  of  the  Common  Stock.


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<PAGE>