CERTIFICATE OF AMENDMENT

                                       OF

                            HOUSEHOLD DIRCT.com, INC.
                          CERTIFICATE OF INCORPORATION

          Pursuant to the State Title Reference Sections 242 and 228 of the
General Corporation Law of the State of Delaware


I, John Folger, and I, Ann Jameson certify that:

     FIRST: That the Board of Directors of said  corporation,  by the  unanimous
          written  consent of its  members,  filed with the minutes of the Board
          adopted a resolution  proposing and declaring  advisable the following
          amendment  to  the  Restated  Certificate  of  Incorporation  of  said
          corporation:

          Resolved,  that the Restated Certificate of Incorporation of HouseHold
          Direct.com,  Inc., be amended by changing the First Article and Fourth
          Article  thereof so that, as amended,  said Articles shall be and read
          as follows:

          "FIRST:  The name of the  corporation  shall be changed  to  HouseHold
          Direct, Inc."

          "FOURTH:  The aggregate  number of shares which the corporation  shall
          have authority to issue shall consist of 250,000,000  shares of Common
          Stock have a $.001 par value.  The Common  Stock of the Company may be
          issued from time to time without prior  approval by the  stockholders.
          The Common Stock may be issued for such  consideration as may be fixed
          from time to time by the Board of Directors."

     SECOND: That in lieu of a meeting and vote of  stockholders,  a majority of
          the  corporation's  stockholders  have given  written  consent to said
          amendment  in  accordance  with the  provisions  of Section 228 of the
          General Corporation Law of the State of Delaware and written notice of
          the  adoption of the  amendment  has been given as provided in Section
          228 of the General  Corporation  Law of the State of Delaware to every
          stockholder entitled to such notice.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the
          applicable   provisions  of  Sections  242  and  228  of  the  General
          Corporation Law of the State of Delaware.

DATED:   January 10, 2002





By:     ______________________________         By:    ________________________
           s/s John Folger, President                 s/s Ann Jameson, Director

This  instrument was  acknowledged  before me This  instrument was  acknowledged
before me on this 10th Day of  January,  2002 by John Folger on this 10th day of
January, 2002 by Ann Jameson



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   (Notary Public Signature)                     (Notary Public Signature)