CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

                                       OF

                                MONACO GROUP INC.


It is hereby certified that:

     1.   The certificate of incorporation of this corporation is hereby amended
by adding the following sentence to Article FOURTH:

          "All of the corporation's  issued and outstanding shares of $0.001 par
     value common stock shall be, and hereby are, split at the rate of 10 shares
     for 1."

     2.   This Certificate of Amendment of the Certificate of Incorporation  has
been duly  approved and adopted by written  consent by the holders of a majority
of the  issued and  outstanding  shares of this  corporation's  $0.001 par value
common stock in  accordance  with the  provisions of Sections 228 and 242 of the
General Corporation Law of the State of Delaware.

     IN WITNESS  WHEREOF,  Monaco  Group Inc.  has caused  this  Certificate  of
Amendment to be duly executed this 29th day of September, 2003.


MONACO GROUP INC.


By:   /s/ Peter Nelipa
      -----------------------
      Peter Nelipa
      President