SECOND CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                              OF OMNI ASSETS, INC.

      Omni Assets, Inc.  (hereinafter  called the "Corporation"),  a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, does hereby certify:

1.    The name of the corporation is OMNI ASSETS, INC.

2.    The Certificate of Incorporation is hereby amended by striking out Article
      First  thereof and by  substituting  in lieu of said Article the following
      new Article First:

      "The  name of the corporation is INAMCO INTERNATIONAL CORP."

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

      IN WITNESS  WHEREOF,  the  undersigned  has executed and  subscribed  this
certificate this ____ day of February, 2000.

                     --------------------------------------
                     Varges George, Chief Executive Officer