CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                   SCOOP, INC.

          Pursuant to Section 242 of the Delaware General Corporation Law

          SCOOP,  INC.,  a  Delaware  corporation  (the  "Corporation"),  hereby
certifies as follows:

          FIRST:  The Certificate of  Incorporation of the Corporation was filed
in the Office of the  Secretary  of State of  Delaware  on October  11, 1996 and
amended on October 21, 1999.

          SECOND:  The Certificate of  Incorporation is hereby amended to change
the name of the  Corporation  by striking  Article FIRST of the  Certificate  of
Incorporation in its entirety and inserting the following new Article FIRST:

          "FIRST: The name of the corporation (hereinafter the "Corporation") is
     24Holdings Inc."

          THIRD:  This Amendment to the  Certificate of  Incorporation  was duly
adopted  by the  unanimous  written  consent  of the Board of  Directors  of the
Corporation  and by the written consent of the holder of a majority of the stock
of the Corporation  entitled to vote in accordance with Sections 141(f), 228 and
242 of the Delaware General Corporation Law.

          IN WITNESS  WHEREOF,  the Corporation  has caused this  Certificate of
Amendment of its  Certificate of  Incorporation  to be executed by its President
and Chief Executive Officer this 2nd day of April, 2001.



                                              /s/ Martin Clarke
                                              --------------------------
                                              Martin Clarke,
                                              President and Chief
                                              Executive Officer