Exhibit A

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF
                     VERTEX INDUSTRIES, INC.

To: The Secretary of State
       State of New Jersey

       Pursuant to the provisions of Section 14A:9-2(4) and
Section 14A:9-4(3), Corporations, General, of  the New
Jersey Statutes, the undersigned corporation executes the
following Certificate of Amendment to its Certificate of
Incorporation:

1.   The name of the corporation is Vertex Industries, Inc.

2.   The following amendments to the Certificate of
     Incorporation were approved by the directors on the
     15th day of December, 1999 and thereafter duly
     adopted by the shareholders of the corporation on
     the 20th  day of December, 1999.

     Article One of the Certificate of Incorporation, as
     amended, be amended to read as follows:

        "The name of the Corporation is Vertex Interactive, Inc."

     Article Third of the Certificate of Incorporation as
     amended, be amended to read as follows:

         "The aggregate number of Shares that this corporation
         shall have authority to issue is Thirty Four Million
         (34,000,000) consisting of Thirty Two Million (32,000,000)
         Shares of Common Stock, par value $.005 per share, and Two
         Million (2,000,000) shares of Preferred Stock, par value
         $.01 per share. The board of directors of this corporation
         is expressly authorized to set by its own resolutions
         preferences, conversion and other rights, voting powers,
         restrictions, limitations as to dividends, qualifications,
         terms and conditions of redemption and liquidation
         pertaining to the corporation's Preferred Stock."

3.  In lieu of a meeting and vote of the shareholders
    and in accordance with the provisions of Section 14A:5-6,
    the amendments were adopted by the shareholders without a
    meeting pursuant to the written consents of the shareholders
    representing at least the minimum number of shares necessary
    to authorize such action, and the number of shares
    represented by such consents is 9,019,466 shares.

4.  The effective date of this Amendment to the
    Certificate of Incorporation shall be ______________, 2000.

    Dated this ___ day of February, 2000

                       VERTEX INDUSTRIES, INC.
                       By: s/  Nicholas R. H. Toms
                               Nicholas R. H. Toms
                               Chief Executive Officer