CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                               INVENTOY.COM, INC.

It is hereby certified that:

          1. The name of the corporation (hereinafter called the "corporation")
is INVENTOY.COM, INC.

          2. The certificate of incorporation of the corporation is hereby
amended by striking out Article Fourth thereof and by substituting in lieu of
said Article the following new Article:

          "FOURTH: The total number of shares of stock which the corporation
shall have authority to issue is 105,000,000 of which 100,000,000 shares are
designated as common stock, par value $.001 per share and 5,000,000 shares of
blank check preferred stock, par value $.0001 per share, none of which has been
designated. The preferred stock may be issued from time to time in one or more
series or classes. The Board of Directors is hereby expressly authorized to
provide by resolution or resolutions duly adopted prior to issuance, for the
creation of each such series and class of preferred stock and to fix the
designation and the powers, preferences, rights, qualifications, limitations,
and restrictions relating to the shares of each such series. The authority of
the Board of Directors with respect to each series of preferred stock shall
include, but not be limited to, determining the following:

(a) the designation of such series, the number of shares to constitute such
series and the stated value thereof if different from the par value thereof;

(b) whether the shares of such series shall have voting rights, in addition to
any voting rights provided by law, and, if so, the term of such voting rights,
which may be general or limited;

(c) the dividends, if any, payable on such series, whether any such dividends
shall be cumulative, and, if so, from what dates, the conditions and dates upon
which such dividends shall be payable, and the preference or relation which such
dividends shall bear to the dividends payable on any shares of stock of any
other class or any other series of Preferred Stock;

(d) whether the shares of such series shall be subject to redemption by the
Corporation, and, if so, the times, prices and other conditions of such
redemption;

(e) the amount or amounts payable upon shares of such series upon, and the
rights of the holders of such series in, the voluntary or involuntary
liquidation, dissolution or winding up, or upon any distribution of the assets,
of the Corporation;

(f) whether the shares of such series shall be subject to the operation of a
retirement or sinking fund and, if so, the extent to and manner in which any
such retirement or sinking fund shall be applied to the purchase or redemption
of the shares of such series for retirement or other Corporation purposes and
the terms and provisions relating to the operation thereof;

(g) whether the shares of such series shall be convertible into, or exchangeable
for, shares of stock of any other class or any other series of Preferred Stock
or any other securities and, if so, the price or prices or the rate or rates of
conversion or exchange and the method, if any, of adjusting the same, and any
other terms and conditions of conversion or exchange;

(h) the conditions or restrictions, if any, upon the creation of indebtedness of
the Corporation or upon the issue of any additional stock, including additional
shares of such series or of any other series of Preferred Stock or of any other
class; and

(i) any other powers, preferences and relative, participating, options and other
special rights, and any qualifications, limitations and restrictions, thereof.

The powers, preferences and relative, participating optional and other special
rights of each series of Preferred Stock, and the qualifications, limitations or
restrictions thereof, if any, may differ from those of any and all other series
at any time outstanding. All shares of any one series of Preferred Stock shall
be identical in all respects with all other shares of such series, except that
shares of any one series issued at different times may differ as to the dates
from which dividends thereof shall be cumulative."

          3. The amendment of the certificate of incorporation herein certified
has been duly adopted and written consent has been given in accordance with the
provisions of Sections 228 and 242 of the General Corporation Law of the State
of Delaware.

Signed on February 15, 2002.


                                          /s/ Ed Kaplan
                                          --------------------------------------
                                          Ed Kaplan, President, CEO and Chairman