CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                    * * * * *


SKREEM.COM CORPORATION, a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

     FIRST:  ** That at a  meeting  of the  Board  of  Directors  of  Skreem.com
Corporation resolutions were 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 Articles thereof so that, as amended said Article shall be
and read as follows:

     The name of the corporation is Waterford Sterling Corporation.

     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 Section 222 of the General  Corporation
Law of the State of Delaware*** at which meeting the necessary  number of shares
as required by statute were voted in favor of the amendment.

     THIRD:  That  said  amendment  was  duly  adopted  in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.***

IN WITNESS WHEREOF, said

SKREEM.COM  CORPORATION  has  caused  this  certificate  to be  signed  by  Hank
Vanderkam, its Secretary, this 25th day of January 2001.



________________________
By: Secretary


                                     ___________________________
                                     Notary Public for the State of Texas