STATE OF DELAWARE
                            CERTIFICATE of AMENDMENT
                         Of CERTIFICATE of INCORPORATION
                                       of
                            THE CATAPULT GROUP, INC.


     First:  That the  Board of  Directors  of The  Catapult  Group,  Inc.  (the
"Corporation"),  by  unanimous  consent  to act in writing in lieu of a meeting,
duly adopted a resolution  setting forth a proposed amendment of the Certificate
of Incorporation  of the  Corporation,  declaring said amendment to be advisable
and calling for the approval of them by the shareholders of the Corporation. The
resolution setting forth the proposed amendment is as follows:

     RESOLVED,  that the Corporation  amend its Certificate of  Incorporation to
change the name of the Corporation from "The Catapult Group,  Inc." to "Rainwire
Partners, Inc."


     Second:  That thereafter,  pursuant to resolution of its Board of Directors
and in accordance  with 8 Delaware Code Section 228, the written  consent of the
holders  of a  majority  of the  outstanding  common  stock  of the  Corporation
approving  such  amendments  was duly  obtained by the  Corporation,  and prompt
notice of such  written  consent was given,  all as required by statute.  Third:
That said  amendment  was duly  adopted in  accordance  with the  provisions  of
Section 242 of the General  Corporation  Law of the State of  Delaware.  Fourth:
That the capital of the  Corporation  shall not be reduced under or by reason of
said amendments.

         This 27th day of  July, 2000.
                                              The Catapult Group, Inc.


                                              By: _____________________________
                                              Bryan M. Johns,
                                              Chief Executive Officer