Certificate of Amendment of
                          Certificate of Incorporation
                                       of
                            AmeriNet Group.com, Inc.

     This  Certificate of Amendment to Certificate of  Incorporation is executed
by the undersigned  duly authorized  corporate  officers of AmeriNet  Group.com,
Inc., who, being duly sworn, certify as follows:

First:    The annual meeting of the  stockholders  of said  corporation was duly
          called and held on December 21, 2000,  upon notice in accordance  with
          Section 222 of the General Corporation Law of the State of Delaware at
          such  meeting it was resolved by a vote of holders of 8,052,011 of the
          shares of capital stock entitled to vote at the meeting,  with no vote
          being cast against,  that the  Certificate  of  Incorporation  of this
          corporation  be amended  by  changing  the  Article  thereof  numbered
          "Fourth"  so  that,  as  amended,  said  Article  shall be and read as
          follows:

     "The authorized  capital of the Corporation shall be divided into shares of
capital stock, as follows:

                  (1)      The total  number of shares of common stock which the
                           corporation   shall  have   authority   to  issue  is
                           30,000,000,  and the par value of each of such shares
                           is $0.01.

                  (2)      The   Corporation   shall  be   authorized  to  issue
                           5,000,000 shares of preferred stock,  $.01 par value,
                           the  attributes  of  which  are to be  determined  by
                           resolution  of the  Corporations  Board of  Directors
                           from time to time,  prior to issuance,  in conformity
                           with the  requirements of Section 151 of the Delaware
                           General Corporation Law."

Second:   That said amendment was duly adopted in accordance with the provisions
          of  Section  242 of the  General  Corporation  Law  of  the  State  of
          Delaware.

Third:    That the capital of said corporation  shall not be reduced under or by
          reason of said amendment.

         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 19th day of February, 2001.


                            AMERINET GROUP.COM, INC.


                              By: /s/ Edward C. Dmytryk
                                Edward C. Dmytryk
                                    President

[Corporate Seal]
                            Attest: /s/ Vanessa H. Lindsey
                               Vanessa H. Lindsey
                                    Secretary


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