CERTIFICATE OF AMENDMENT
                                  OF THE BYLAWS
                                       OF
                                  SCOOP, INC.,
                             a Delaware corporation

     The  undersigned,  Michael  Neame,  hereby  certifies  that he is the  duly
elected Secretary of Scoop,  Inc., a Delaware  corporation (the "Company"),  and
that  attached  hereto as Exhibit A is a true,  correct and complete copy of the
Amendment  to Section  3.1 of Article  III of the Bylaws of the  Company as duly
adopted  by  written  consent  of the  majority  shareholder  of the  Company on
February 21, 2000.

     IN WITNESS  WHEREOF,  the undersigned  has executed this  Certificate as of
February 21, 2000.

                                     /s/ Michael Neame
                                     -------------------------------------------
                                     Michael Neame
                                     Secretary


                                    EXHIBIT A

                     Amendment to Section 3.1 of Article III
                                  of the Bylaws
                                 of Scoop, Inc.,
                             a Delaware corporation

     RESOLVED,  that Section 3.1 of Article III of the Bylaws of the Corporation
be and is hereby amended to read in its entirety as follows:

          Section 3.1 Number,  Election  and Tenure.  The  authorized  number of
     directors  which  shall  constitute  the whole Board shall not be less than
     three (3) nor more than nine (9). The exact  number of  directors  shall be
     fixed by a resolution duly adopted by the Board of Directors.