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  175,000,000,  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 7th day of June, 2001.


                            AMERINET GROUP.COM, INC.


By: /s/ Ed Dmytryk                                Attest: /s/ Vanessa H. Lindsey
Ed Dmytryk                   [Corporate Seal]           Vanessa H. Lindsey
President                                               Secretary