CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  SCOOP, INC.,
                             a Delaware corporation

     Scoop,  Inc., a corporation  organized and existing  under and by virtue of
the General Corporation Law of the State of Delaware (this "Corporation"),  DOES
HEREBY CERTIFY:

     1. The  Corporation  desires to and does hereby  amend its  Certificate  of
Incorporation  as filed with the  Secretary of State of the State of Delaware on
October 11, 1996 (the "Certificate of Incorporation"), as hereinafter provided.

     2. The  Corporation  filed a Petition for Bankruptcy with the United States
Bankruptcy Court, Central District of California, Santa Ana Division on July 31,
1998; Case Number SA 98-20799 RA.

     3. Provision for making this Amendment of the Certificate of  Incorporation
is  contained  in the Order  Confirming  Debtor's  Second  and  Amended  Plan of
Organization which was entered on October 15, 1999.

     3. The Certificate of  Incorporation  of this Corporation is hereby amended
in accordance with the provisions of Section 303 of the General  Corporation Law
of the State of Delaware by changing Article Fourth thereof so that, as amended,
Article Fourth shall read in its entirety as follows:

     "FOURTH:  The Corporation shall have authority to issue 105,000,000  shares
of stock, consisting of 100,000,000 shares of Common Stock, par value $0.001 per
share, and 5,000,000 shares of Preferred Stock, par value $0.001 per share."


     IN  WITNESS  WHEREOF,  the  undersigned  has  caused  this  Certificate  of
Amendment to be duly executed as of the 20th day of October, 1999.


                                         SCOOP, INC.,
                                         a Delaware corporation


                                         By: /s/ Rand Bleimeister
                                             -----------------------------------
                                             Rand Bleimeister, President