AMENDMENT NO. 1 TO THE BYLAWS

OF

AMERICAN EAGLE GROUP, INC.

The Bylaws (the “Bylaws”) of American Eagle Group, Inc. (the “Company”) are hereby

amended as follows:

Everyreference in the Bylaws to the name “American Eagle Group, Inc.” is herebydeleted and

replaced by“Pacific Ventures Group, Inc.”

Except as herein amended, the provisions of the Bylaws shall remain in full force and effect.

Effective as of August 14, 2015

CERTIFICATION

I, the undersigned Secretaryof the Company, herebycertifythat this Amendment No. 1 to the

Bylaws of the Company was dulyadopted bythe Board of Directors of the Company bywritten

consent effective as of August 14, 2015.

/s/ Brett Bertolami

Name: Brett Bertolami

Title:   Secretary

Dated: August 14, 2015