CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                         * * * * * * * * * * * * * * * *


PRS SUB VI INC., a corporation organized and existing under and by virtue of the
"New Jersey Business Corporation Act", as amended (the "Law"), DOES HEREBY
CERTIFY:

         FIRST: That at a meeting of the Board of Directors of PRS SUB VI INC.,
a resolution was duly adopted setting forth a proposed amendment to the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:

               RESOLVED, that the Certificate of Incorporation of this
               corporation be amended by changing the Third Article thereof so
               that, as amended, said Article shall be and read as follows:

                           (3) The aggregate number of shares which the
                           corporation shall have the authority to issue is 100
                           Million shares each of which shall have $.001 par
                           value.

                    SECOND: That thereafter, pursuant to resolution of its Board
                    of Directors, a special meeting of the stockholders of said
                    corporation was duly called and held, upon notice in
                    accordance with N.J.S.A. 14A:9-2(4) of the Law at which
                    meeting the necessary number of shares as required by
                    statute were voted in favor of the amendment.


         THIRD: That at a meeting of the Board of Directors of PRS SUB VI INC.,
a resolution was duly adopted setting forth a proposed amendment to the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:

               RESOLVED, that the Certificate of Incorporation of this
               corporation be amended by changing the First Article thereof so
               that, as amended, said Article shall be and read as follows:

                    (1) The name of the corporation is Donini, Inc.

         FOURTH: That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with N.J.S.A. 14A:9-2(4) of the Law
at which meeting the necessary number of shares as required by statute were
voted in favor of the amendment.

         FIFTH: That said amendments were duly adopted in accordance with the
provisions of the Law on January 19, 2001 with 9,073,966 shares voting in favor
of the amendment and none voting against the amendment.

         IN WITNESS WHEREOF, said PRS SUB VI INC., has caused this certificate
to be signed by John B. Frohling, its President, pursuant to the Law and
attested by Linda Pellegrino, its Secretary, this 19th day of January, 2001.

                                      By: /s/ John B. Frohling
                                          --------------------
                                          President

ATTEST:

By: /s/ Linda T. Pellegrino
    -----------------------
    Secretary