State of California

                                     [SEAL]



                               SECRETARY OF STATE

                                  NAME CHANGE
                          CERTIFICATE OF QUALIFICATION

                                    2014534

I, BILL JONES, Secretary of State of the State of California, hereby certify:

That on the 26TH day of JANUARY, 1999, there was filed in this office an Amended
Statement and Designation by Foreign  Corporation  whereby the corporate name of
INTERNATIONAL  MARKETING  DYNAMICS,  INC., a corporation  organized and existing
under the  laws of UTAH,  was  changed  to TWO DOG NET,  INC.  This  corporation
complied with the  requirements of California law in effect on that date for the
purpose of qualifying to transact intrastate business in the State of California
and as of said  date  has been  and is  qualified  and  authorized  to  transact
intrastate  business  in  the  State  of  California,  subject  however,  to any
licensing requirements otherwise imposed by the laws of this State, and that the
corporation  shall transact all intrastate  business within this state under the
above fictitious name elected by it.



                                         IN WITNESS WHEREOF, I execute this
                                            certificate and affix the Great Seal
                                            of the State of California this day
                                            of January 28, 1999.


                                                            /s/ BILL JONES
          [SEAL]                                            --------------------
                                                            BILL JONES
                                                            Secretary of State