IBX GROUP, INC.
                            CERTIFICATE OF AMENDMENT
         PREFERENCES AND RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK

          IBX GROUP, INC., a corporation organized and existing under the
Florida Business Corporation Act (the "Corporation"), hereby certifies as
follows:

FIRST:    That by the articles of incorporation duly filed in the State of
          Florida, as currently amended, the Corporation is "authorized to issue
          5,000,000 shares of preferred stock, $0.005 par value, the attributes
          of which are to be determined by resolution of the Corporation's Board
          of Directors from time to time, prior to issuance, in conformity with
          the requirements of Section 607.0602 of the Florida Business
          Corporation Act." 80,000 shares have been previously designated Class
          A Nonvoting Convertible Preferred Stock.

SECOND:   That pursuant to the authority vested in the Board of Directors by the
          articles of incorporation, the board of directors at a meeting duly
          convened and held on February 17, 2003, adopted the following
          resolution:

          RESOLVED, that the Board of Directors hereby creates and designates
          the series of Preferred Stock, $0.005 par value, of the Corporation,
          authorizes the issuance thereof, and fixes the designation and amount
          thereof and the preferences and relative, participating, optional and
          other special rights of such shares, and the qualifications,
          limitations or restrictions thereof as follows:

     1.1  DESIGNATION AND AMOUNT.

          The shares of the new class of Preferred Stock shall be designated
          "Series B Convertible Preferred Stock, (hereinafter sometimes called "
          Series B Preferred Stock"), and the number of shares which may be
          issued shall be 1,000,000.

     1.2  DIVIDENDS.

          (A)  Subject to the rights of the holders of any shares of any series
               of preferred stock of the Company ranking prior and superior to
               the shares of Series B Preferred Stock with respect to dividends,
               the holders of shares of Series B Preferred Stock, in preference
               to the holders of the common stock of the Corporation (the
               "Common Stock") and of any other stock of the Corporation ranking
               junior to the Series B Preferred Stock, shall be entitled to
               receive, when, as and if declared by the Board of Directors out
               of any funds legally available for the purpose, annual dividends
               payable in cash on December 31 of in each year (each such date
               being referred to herein as a "Dividend Payment Date"), in an
               amount per share (rounded to the nearest cent) equal to $80.00
               per share. Such dividends shall not be cumulative and shall not
               accrue.

          (B)  Each such dividend shall be paid to the holders of record of
               shares of the Series B Preferred Stock as they appear on the
               stock register of the Corporation on the record date for the
               payment date thereof.
          ____________________________________________________________

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IBX GROUP, INC.                                         CERTIFICATE OF AMENDMENT
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     1.3  CONVERSION.

          The holders of shares of the Series B Preferred Stock shall have the
          right, at their option, to convert such shares into shares of Common
          Stock of the Corporation, subject to the following terms and
          conditions:

          (A)  The shares of Series B Preferred Stock may be converted into
               fully paid and non-assessable shares (calculated as to each
               conversion to the nearest 1/10th of a share) of Common Stock;

          (B)  The shares of Series B Preferred Stock shall be convertible at
               the office of transfer agent for the Common Stock (the "Transfer
               Agent"), and at such other place or places, if any, as the Board
               of Directors of the Corporation may designate, into fully paid
               and non-assessable shares (calculated as to each conversion to
               the nearest 1/10th of a share) of Common Stock.

          (B)  The number of shares of Common Stock issuable upon conversion of
               each share of the Series B Preferred Stock shall be equal to two
               thousand (2,000) shares of Common Stock (the "Set Conversion
               Rate"), subject to adjustment from time to time in certain
               instances as hereinafter provided.

          (C)  No fractional shares of Common Stock will be issued, rather, one
               fractional share per holder will be rounded up to a whole share.

          (D)  Before any holder of shares of the Series B Preferred Stock shall
               be entitled to convert the same into Common Stock, he shall
               surrender the certificate or certificates therefor, duly endorsed
               and dated to the Corporation with a notarization, at the office
               of the Transfer Agent or at such other place or places, if any,
               as the Board of Directors of the Corporation has designated, and
               shall give written notice to the Corporation at said office or
               place that he elects to convey the same and shall state in
               writing therein the name or names (with addresses) in which he
               wishes the certificate or certificates for Common Stock to be
               issued.

          (E)  The Corporation will, as soon as practicable thereafter, issue
               and deliver at said office or place to such holder of shares of
               the Series B Preferred Stock certificates for the number of full
               shares of Common Stock to which he, she or it shall be entitled
               as aforesaid.

          (F)  Shares of the Series B Preferred Stock shall be deemed to have
               been converted as of the close of business on the date of the
               certificate is surrendered for conversion as provided above so
               long as it is received by the Corporation or the Corporation's
               transfer agent no later than the tenth business day thereafter,
               and the person or persons entitled to receive the Common Stock
               issuable upon conversion shall be treated for all purposes as the
               record holder or holders of such Common Stock as of the close of
               business on such date.

     1.4  ADJUSTMENTS

          (A)  The Set Conversion Rate in effect at any time shall be subject to
               adjustment as follows:
          ____________________________________________________________

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IBX GROUP, INC.                                         CERTIFICATE OF AMENDMENT
<PAGE>

               (1)  The Set Conversion Rate in effect at the time of the record
                    or effective date for the following listed events shall be
                    proportionately adjusted so that the holder of any share of
                    the Series B Preferred Stock surrendered for conversation
                    after such time shall be entitled to receive the kind and
                    amount of shares which he would have owned or have been
                    entitled to receive had such share of the Series B Preferred
                    Stock been converted immediately prior to such time:

                    (a)  If the Corporation declares a dividend on its Common
                         Stock in shares of its capital stock;

                    (b)  If the Corporation subdivides its outstanding shares of
                         Common Stock;

                    (c)  If the Corporation combines its outstanding shares of
                         Common Stock into a smaller number of shares; or

                    (d)  If the Corporation issues by reclassification of its
                         Common Stock (including any such reclassification in
                         connection with a consolidation or merger in which the
                         Corporation is the continuing corporation) any shares
                         of its capital stock.

               (2)  Such adjustment shall be made successively whenever any
                    event listed above shall occur.

               (3)  All calculations under this Section 1.4 shall be made to the
                    nearest cent or the nearest 1/10th of a share, as the case
                    may be.

               (6)  In case of any consolidation or merger of the Corporation
                    with or into any other corporation (other than a
                    consolidation or merger in which the Corporation is the
                    continuing corporation), or in case of any sale or transfer
                    of all or substantially all of the assets of the
                    Corporation, the holder of each share of the Series B
                    Preferred Stock shall after such consolidation, merger, sale
                    or transfer have the right to convert such share of the
                    Series B Preferred Stock into the kind and amount of shares
                    of stock and other securities and property which such holder
                    would have been entitled to receive upon such consolidation,
                    merger, sale or transfer if he had held the Common Stock
                    issuable upon the conversion of such share of the Series B
                    Preferred Stock immediately prior to such consolidation,
                    merger, sale or transfer.

          (B)  In the event that at any time, as a result of an adjustment made
               pursuant to this Section 1.4, the holder of any share of the
               Series B Preferred Stock surrendered for conversation shall
               become entitled to receive any securities other than shares of
               Common Stock, thereafter the amount of such other securities so
               receivable upon conversion of any share of the Series B Preferred
               Stock shall be subject to adjustment from time to time in a
               manner and on terms as nearly equivalent as practicable to the
               provisions with respect to the Common Stock set forth in the
               foregoing subsections of this Sections 1.4 and the provisions of
               this Section 1.4 with respect to the Common Stock shall apply on
               like terms to any such other securities.
          ____________________________________________________________

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IBX GROUP, INC.                                         CERTIFICATE OF AMENDMENT
<PAGE>


          (C)  No adjustment in the Set Conversion Rate shall be required unless
               such adjustment would require a change of at least 1% in such
               price; PROVIDED, HOWEVER, that any adjustments which by reason of
               this Section 1.4(C) are not required to be made shall be carried
               forward and taken into account in any subsequent adjustment.

          (D)  Whenever the Set Conversion Rate is adjustable as herein
               provided:

               (1)  The Corporation shall promptly file with the Transfer Agent
                    for the Series B Preferred Stock a certificate of the
                    treasurer of the Corporation setting forth the adjusted Set
                    Conversion Rate and showing in reasonable detail the facts
                    upon which such adjustment is based, including a statement
                    of the consideration received or to be received by the
                    Corporation for any shares of Common Stock issued or deemed
                    to have been issued; and

               (2)  A notice stating that the Set Conversion Rate has been
                    adjusted and setting forth the adjusted Set Conversion Rate
                    shall forthwith be required, and as soon as practicable
                    after it is required, such additional notice shall be deemed
                    to be required pursuant to this Section 1.4(D)(2) as of the
                    opening of business on the tenth day after such mailing and
                    shall set forth the Set Conversion Rate as adjusted at such
                    opening of business, and upon the mailing of such additional
                    notice no other notice need be given of any adjustment in
                    the Set Conversion Rate occurring at or prior to such
                    opening of business and after the time that the next
                    preceding notice given by mailing became required.

          (E)  In each of the following instances the Corporation shall cause to
               be filed with the Transfer Agent and shall cause to be mailed,
               first class postage prepaid, to the holders of record of the
               outstanding shares of Series B Preferred Stock, at least 10 days
               prior to the applicable record date hereinafter specified, a
               notice stating the date on which a record is to be taken for the
               purpose of such distribution or rights, or, if a record is not to
               be taken, the date as of which the holders of Common Stock of
               record to be entitled to such distribution or rights are to be
               determined, or the date on which such reclassification,
               consolidation, merger, sale, transfer, dissolution, liquidation
               or winding up is expected to become effective, and the date as of
               which it is expected that holders of Common Stock of record shall
               be entitled to exchange their Common Stock for securities or
               other property deliverable upon such reclassification,
               consolidation, merger, sale, transfer, dissolution, liquidation
               or winding up:

               (1)  If the Corporation shall authorize the distribution to all
                    holders of its Common Stock of evidences of its indebtedness
                    or assets (other than dividends or other distributions paid
                    out of earned surplus); or

               (2)  If the Corporation shall authorize the granting to the
                    holders of its Common Stock of rights to subscribe for or
                    purchase any shares of capital stock of any class or of any
                    other rights; or
          ____________________________________________________________

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IBX GROUP, INC.                                         CERTIFICATE OF AMENDMENT
<PAGE>

               (3)  In the event of any reclassification of the Common Stock
                    (other than a subdivision or combination of its outstanding
                    shares of Common Stock), or of any consolidation or merger
                    to which the Corporation is a party and for which approval
                    of any stockholders of the Corporation is required, or of
                    the sale or transfer of all or substantially all of the
                    assets of the Corporation; or

               (4)  In the event of any reclassification of the voluntary or
                    involuntary dissolution, liquidation or winding up of the
                    Corporation.

     1.5  REQUIRED CORPORATE ACTIONS

          (A)  (1)  The Corporation will at all times reserve, keep available
                    and be prepared to issue, free from any preemptive rights,
                    out of its authorized but unissued Common Stock, solely for
                    the purpose of effecting conversion of the Series B
                    Preferred Stock, the full number of shares of Common Stock
                    then issuable upon the conversion of all outstanding Series
                    B Preferred Stock.

               (2)  The Corporation shall from time to time, in accordance with
                    the laws of the State of Florida, endeavor to amend its
                    Articles of Incorporation to increase the authorized amount
                    of its Common Stock if at any time the authorized amount of
                    its Common Stock remaining unissued shall be not sufficient
                    to permit the conversion of all Series B Preferred Stock.

               (3)  The Corporation shall, if any shares of Common Stock
                    required to be reserved for issuance upon conversion of
                    Series B Preferred Stock require registration with or
                    approval of any governmental authority under any Federal or
                    state law before such shares may be issued upon such
                    conversion, endeavor to cause such shares to be so
                    registered or approved as expeditiously as possible.

          (B)  (1)  The Corporation will pay any and all taxes that may be
                    payable in respect of the issue or delivery of shares of
                    Common Stock on conversion of shares of the Series B
                    Preferred Stock pursuant hereto.

               (2)  The Corporation shall not, however, be required to pay any
                    tax which may be payable in respect of any transfer involved
                    in the issue or transfer and delivery of shares of Common
                    Stock in a name other than that in which the shares of the
                    Series B Preferred Stock so converted were registered, and
                    no such issue or delivery shall be made unless and until the
                    person requesting such issue has paid to the Corporation the
                    amount of any such tax or has established to the
                    satisfaction of the Corporation that such tax has been paid.

          (C)  Whenever reference is made in Sections 1.3. 1.4 or 1.5 to the
               issuance or sale of shares of Common Stock, the term "Common
               Stock" shall include any stock of any class of the Corporation
               other than preferred stock of any class with a fixed (absolutely
               or by reference to an adjustment formula) limit on dividends and
               a
          ____________________________________________________________

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IBX GROUP, INC.                                         CERTIFICATE OF AMENDMENT
<PAGE>

               fixed amount payable in the event of any voluntary or involuntary
               liquidation, dissolution or winding up of the Corporation.

     1.6  LIQUIDATION RIGHTS.

          The Series B Preferred Stock shall have liquidation rights senior to
          all other outstanding securities of the Corporation, including all
          other series of preferred shares and any class or series of Common
          Stock of the Corporation ("Junior Stock"). The holders of Series B
          Preferred Stock shall be entitled to receive upon a Liquidation Event,
          in preference to and prior to any distribution to the holders of
          Junior Stock, an amount (the "Preference Amount") equal to $1,000 for
          each share of Series B Preferred Stock plus all accrued but unpaid
          dividends on such Series B Preferred Stock, whether or not declared.
          After payment of the Preference Amount, the holders of the Series B
          Preferred Stock shall not be entitled to any further distribution. A
          "Liquidation Event" shall include, in addition to the actual
          liquidation, dissolution or winding up of the Corporation, any merger,
          reorganization, consolidation or the like in which the Corporation's
          voting securities are exchanged for or converted into less than a
          majority of the voting securities of the surviving or resulting entity
          and/or any sale of all or substantially all of the stock or assets of
          the Corporation.

     1.7  VOTING RIGHTS.

          The holder of each share of the Series B Preferred Stock will have the
          right to vote on an "as converted" basis. The holders of Series B
          Stock shall be entitled to vote on all matters on which the common
          stockholders can vote.

     1.8  PROTECTIVE PROVISIONS

          The consent of the majority of holders of the Series B Preferred
          Stock, voting together as a single class, will be required for any
          action which (a) alters or changes any of the powers, preferences,
          privileges or rights of the Series B Preferred Stock, (b) authorizes
          or issues additional shares (whether of any existing series of
          preferred stock or of a new class of equity or debt) having
          preferences prior to the Series B Preferred Stock as to dividends,
          liquidation, redemption or assets or (c) reclassifies any common stock
          into shares having preferences prior to the Series B Preferred Stock
          as to dividends, liquidation, redemption or assets. Consent of the
          holders of at least a majority of the Series B Preferred Stock, voting
          together as a single class, will be required for (i) any sale by the
          Corporation of substantially all of its assets, (ii) any merger of the
          Corporation with another entity, or (iii) any liquidation or winding
          up of the Corporation.

THIRD:    That said resolution of the Corporation's board of directors, and the
          creation and authorization of issuance thereby of said series of
          1,000,000 shares of Series B Preferred Stock and determination thereby
          of the dividend rate, liquidation preferences, voting rights and
          provisions in respect to conversion or exchange of said stock, were
          duly made by the Board of Directors pursuant to authority as aforesaid
          and in accordance with Section 607.0602 of the Florida Business
          Corporation Act.
          ____________________________________________________________

                                     PAGE 6
IBX GROUP, INC.                                         CERTIFICATE OF AMENDMENT
<PAGE>

          IN WITNESS WHEREOF, the Corporation has made under its corporate seal
and the hands of its president and secretary, respectively, of said corporation,
the foregoing certificate, and the president and secretary have hereunto set
their hands and caused the corporate seal of the said corporation to be hereunto
affixed this 24th day of February, 2003.

                                 IBX GROUP, INC.

                              By: /s/ Evan Brovenick
                                  ------------------
                                  Evan Brovenick
                                  President


                            Attest: /s/ David Blechman
                                    ------------------
                                    Secretary