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

     Pursuant  to the  provisions  of  Sections  222  and  242  of  the  General
Corporation Law of the State of Delaware,  this Delaware profit corporation does
hereby  adopt the  following  certificate  of amendment  to its  Certificate  of
Incorporation:


     First:    The  Board of  Directors  of the  corporation  has  duly  adopted
               resolutions  proposing  and  declaring  advisable  the  following
               amendment to the  Certificate  of  Incorporation  as currently in
               effect:


     The  following new Article  First is hereby  adopted,  changing the name of
this Corporation from "AmeriNet Group.com, Inc." to "Fields Technologies,  Inc."
As amended, Article First will henceforth read as follows:

     First:

     Name:   The name of the Corporation is "Fields Technologies, Inc."

     Second:   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
               the Board of Directors as provided above.




     In  Witness  Whereof,  the  Corporation  has  caused  this  Certificate  of
Amendment  to be signed  by its  authorized  officers  on this 20th day of June,
2001.


                                                   AmeriNet Group.com, Inc.


                                      By:      /s/ Randall K. Fields
                                                   Randall K. Fields, President

                                      Attest:  /s/ Narayan Krishnan
                                                   Narayan Krishnan, Secretary