ALTERED MEMORANDUM

                                     OF

                         SUNGOLD ENTERTAINMENT CORP.

                       (As altered by a Special Resolution
                            passed February 22, 2002)


1.   The  name  of  the  company  is  "Sungold  Entertainment  Corp.";

2.   The  authorized  capital  of  the  company  consists  of 300,000,000 shares
     divided  into:

     (a)  100,000,000  common  shares  without  par  value;

     (b)  100,000,000  Class  "A"  Preference  shares with a par value of $10.00
          each;  and

     (c)  100,000,000  Class  "B"  Preference  shares with a par value of $50.00
          each.

The  special  rights and restrictions attached to the said shares are as set out
in  the  Articles  of  the  Company.