**ARTICLES OF AMENDMENT**

**OF**

**ARTICLES OF INCORPORATION**

**OF**

**AMERICAN ENTERPRISE.COM, CORP**

**PURSUANT TO THE PROVISIONS OF THE**

**FLORIDA BUSINESS CORPORATION ACT**

 

**AMERICAN ENTERPRISE.COM, CORP** (the "Corporation"), a corporation organizedand existing under the Florida Business Corporation Act, does hereby certifythat, pursuant to the applicable section(s) of the Florida Business CorporationAct, the Board of Directors of the Corporation adopted the resolutions set forthbelow, on November 20, 2002, which resolutions are in full force and in effectas of the date hereof:

**NOW THEREFORE IT IS RESOLVED**, that:

    Article I of the Articles is hereby amended to reflect that the name of thecorporation is hereby changed to **AMERICAN ENTERPRISE CORPORATION.**

    The foregoing was authorized by the entire Board of Directors and by amajority of the Stockholders of the Corporation by written consent effectiveNovember 20, 2002 and the number of  votes cast by the Directors andStockholders were sufficient for approval.

**AMERICAN ENTERPRISE CORPORATION**

BY s/s MARK CLANCYMark ClancyCorporate Secretary and Director

**RESTATED ARTICLES OF INCORPORATION**

**OF**

**AMERICAN ENTERPRISE.COM, COR**

**ARTICLE I - NAME**

    The name of this Corporation is **AMERICAN ENTERPRISE.COM, CORP.**

**ARTICLE II - NATURE OF BUSINESS**

    This Corporation is organized primarily to facilitate development andcommercialization of medical practice management practice  managementsystems and to engage in or transact any or all other lawful business permitted under the laws of the State of Florida or any other State and of the UnitedStates.

**ARTICLE III - CAPITAL STOCK**

Common Shares

    This Corporation is authorized to issue 100,000,000 (one-hundred million)shares of Common Stock having no par value per share which shares shall be andhereby are designated as "Common Shares."  Without action by thestockholders, any or all of the authorized shares may be issued by theCorporation from time to time for such consideration as may be fixed by theBoard of Directors of this Corporation.

    This Corporation shall require shareholder approval prior to the issuance ofdesignated securities in connection with a transaction other than a publicoffering involving the sale, issuance or potential issuance by the issuer ofcommon stock (or securities convertible into or exercisable for common stock) ata price less than the greater of book or market value which together with saleby officers, directors orsubstantial shareholders of the company equals 20% ormore of the common stock or 20% or more of the voting power outstanding beforethe issuance.

    Each of the Common Shares shall have one vote on all matters coming beforeany meeting of the Shareholders or otherwise to be acted upon by Shareholders. Shares entitled to vote as a separate voting group maytake action on a matter ata meeting only if a quorum of those shares exists with respect to that matter. A majority of the votes entitled to be case on the matter by the voting groupconstitutes a quorum of that ovting group for aciton on that matter exc4ept aquorum may only exist when a minimum of 33 & 1/3 of eligible shares participatesin any such vote or action.  No holder of any shares or shares of any classof capital stock of the Corporation shall have any preemptive right to subscribefor any shares of capital stock of any class of the Corporation now or hereafterauthorized or for any security convertible into or carrying any optional rightsto purchase or subscribe for any shares of capital stock of any class of theCorporation now or hereafter authorized.

Preferred Shares

    The distinctive designation of the Preferred Shares shall be "Series APreferred Stock."  The aggregate number of shares of Series A PreferredStock shall be one million (1,000,000).  The Series A Preferred Stock shallhave no par value.

    Commencing on the date of issuance of shares of Series A Preferred Stock, theholders of such shares shall be entitled to receive dividends no exceeding $0.10per share, when and as declared by the Board of Directors, out of funds of theCorporation at the time legally available for the declaration of dividends. Such dividends may be payable at such intervals as the Board of Directors mayfrom time to time determine and shall not be cumulative.  As such, no rightshall accrue to the holders of shares of the Series A Preferred Stock by reasonof the fact that dividends on such shares are not, or have not been, declared inany prior period.

    The Liquidation Price of each share of Series A Preferred Stock shall be$4.00 per share.  In the event of any liquidation, dissolution or winding upof the Corporation, either voluntarily or involuntarily, the holders of eachshare of Series A Preferred Stock shall be entitled to be paid an amount equalto the Liquidation Price of $4.00 per share.

    In the event that the Corporation authorized the redemption of all or nay ofthe shares of Series A Preferred Stock, the Redemption Price for each shareproperly redeemed in accordance with any terms and conditions specified by theCorporation shall be $4.30 per share.

    At the election and option of the Board of Directors, a sinking fund for theretirement of the Series A Preferred Stock may be created out of net earnings ofthe Corporation, if and when such earnings are deemed to be sufficient to allowfor such a sinking fund.  The sinking fund, if created, shall not bedepleted in any way except for the retirement or redemption of the Series A Preferred Stock but until so used, any sums to the credit of the sinking fundmay be employed in the business of the Corporation.

    The Holder(s) of the shares of Series A Preferred Stock shall have the rightto cast eight (8) votes for each share so held, as a separate class on anymatter of issue properly brought before the shareholders of the Corporation,whether at a Special  or Annual Meeting  or by proxy, and on which theshareholders of the Corporatoin shall be required to vote.

    With respect to the election of Members of the Board of Directors of theCorporation, the Holder(s) of the shares of Series A Preferred Stock, voting asa separate class, shall have the right to elect (50%)  of the authorized number of members of the Board of Directors.  If fifty percent (50%) is nota whole number, then the holder(s) of the shares of Series A Preferred Stockvoting, as a separate class, shall be entitled to elect the nearest highestnumber of directors.

    The Holder(s) of the shares of Series A Preferred Stock shall be entitled tovote, as a separate class, on any and all matters and issues properly broughtbefore the shareholders of the Corporation, whether at a special or annualmeeting or by proxy, and on which the shareholders of the Corporation arerequired to vote.  Furthermore, at least sixty-six and two-thirds percent(66 2/3%) of the aggregate votes entiteld  to be cast by the Holder(s) ofthe shares of Series A Preferred Stock shall be required for the approval andimplementationon any corporate action  upon which the shareholders of the Corporation are required to vote.

    The Holder(s) of the shares of Series A Preferred Stock may convert thoseshares at any time into shares of the Common Stock of the Corporation at theratio of 44.11 shares of Common Stock per share of Series A Preferred Stock.  Onceissued, the rights and privileges of the Series A Preferred Stockincludingrights in liquidation, redemption, sinking fund (if any is created) conversionand election of directors  shall cease.

   No provision of these Articles of Incorporation shall be deemed to deny tothe Baord of Directors the right, in its sole discretion, to grant to theholders of shares of any class of capital stock orany other securities of theCorporation now or hereafter authorized, at such prices and upon such otherterms and conditions as the Board of Directors, in its sole discretion, may fix.

   Dividends respecting any shares of the Corporatoin's captial stock shall bepayable only out of earnings or assets of the Corporation legally available forthe payment of such dividends and only as and when declared by the Baord ofDirectors.

**ARTICLE IV - TERM OF EXISTENCE**

    The term for which this Corporation shall exist shall be perpetual,commencing on the date of execution of these Articles.

**ARTICLE V - PRINCIPAL OFFICE AND REGISTERED AGENT**

    The principal office of this Corporationin the State of Florida is 601 South Freemont Avenue, Tampa, Florida 33606. the name of the Registered Agent of this Corporation at that address is MarkClancy.  The mailing address of this Corporation shall be 601 SouthFreemont Avenue, Tampa, Florida 33606.  

**ARTICLE VI - BOARD OF DIRECTORS**

    This Corporation shall initially havethree (3) directors.  The number of Directors may be increased or decreasedfrom time to time as permitted according to the By Laws of this Corporation butin no event shall the number of Directors be reduced below one (1).  Thenames and addresses of the Directors of this Corporation are:

     Board of Directors                    Name and Address

    Chairman of the Board               John Stanton                                                    American Enterprise.Com, Corp                                                    601 S. Freemont Avenue                                                    Tampa, Florida 33606

    Director                                   Mark Clancy                                                   American Enterprise.Com, Corp                                                   601 S. Freemont Avenue                                                  Tampa, Florida 33606

    Director                                 Charles Broes                                                 American Enterprise.Com, Corp                                                 601 S. Freemont Avenue                                                Tampa, Florida 33606

**ARTICLE VII - BY LAWS**

    The Board of Directors may appeal, amendor adopt By Laws for the Corporation pursuant to law and these Articles.  

**ARTICLES VIII- AMENDMENTS**

    These Articles of Incorporation may beamended in the manner provided by law.

**    IN WITNESS WHEREOF**, the undersignedCorporate Secretary and Director, being a natural person competent to contract, have hereunto set my hand and affixed the Corporate Seal this second day ofNovember 2002.  Restated Articles were adopted by the Directors andshareholders on November 2, 2002.  The number of votes cast was sufficientfor approval.

s/s MARK CLANCYMark ClancyCorporate Secretary, Director

**STATE OF FLORIDACOUNTY OF HILLSBOROUGH**

**    BEFORE ME** personally appeared Mark Clancy, known tome to be the person described in and who executed the foregoing RestatedArticles of Incorporation of AMERICAN ENTERPRISE.COM, CORP. and he acknowledgedbefore me that he signed such Restated Articles of Incorporation for the usesand purposes therein set forth.

**WITNESS** my hand and official seal:

s/s WALTER HOLMICH                      11-5-2002Notary Public, State of Florida at Large      (date)

My Commission expires May 26, 2003