Certificate of Amendment to
                         Certificate of Incorporation of
                              Treasure Cache, Inc.

    (In accordance with Section 805 of the New York Business Corporation Law)

The undersigned, being the President and Secretary of Treasure Cache, Inc., does
hereby  certify  and  set  forth:

1.  The  name  of  the  corporation  is  Treasure  Cache,  Inc.

2.   The  certificate  of incorporation of Treasure Cache, Inc. was filed by the
Department  of  State  on  April  14,  1992.

3.  Paragraph  Four of the certificate of incorporation of Treasure Cache, Inc.,
which  sets  forth the number of shares of common stock the corporation shall be
authorized  to  issue  as  1,666,667  shares of common stock at $.001, is hereby
amended  to  read  as  follows:

                  The  corporation  shall  be  authorized to issue the following
shares:

                  Class                 Number  of  Shares      Par  Value
                  Common                    10,000,000           $.0012

4.  This  amendment  provides  for  the  following  change  of  shares:

                   Issued  Shares:  The  amendment provides for no change in the
715,275  issued  common  stock  shares  at  $.0012.

5.  This  amendment  provides for an increase in the number of authorized common
stock  shares  in  the amount of 8,333,333 shares at the par value of $.0012 per
share.

6.  This  amendment  to the certificate of incorporation of Treasure Cache, Inc.
was authorized by the Board of Directors of Treasure Cache, Inc. on _____, 1999,
followed  by  a  vote of the majority of all outstanding shares entitled to vote
thereon  at  a  meeting  of  the  shareholders.

     IN WITNESS WHEREOF, the undersigned have signed this certificate and caused
it  to  be  verified.

Dated,  as  of  ______,  1999


/s/  Richard  Simeone
Richard  Simeone,  President


/s/  Randy  Romano
Randy  Romano,  Secretary