STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 02/08/2001
                                                          010064980 - 2957660



                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION


     World Wide Yacht  Deliveries,  Inc. 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 World  Wide Yacht
Deliveries,  Inc.  resolutions  were  duly  adopted  setting  forth  a  proposed
amendment of 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 Article  thereof  numbered  "FOURTH" so that,  as
     amended said Article shall be and read as follows:

     The total number of shares of stock which this corporation is authorized to
     issue is: Twenty Million  (20,000,000) shares with a par value of One tenth
     of One Cent (One Mil)  ($0.001)  per share,  amounting  to Twenty  Thousand
     Dollars ($20,000.00).

     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 share as
required by statue 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.

     FOURTH:  That the capital of said corporation shall not be reduced under or
by reason of said amendment.


     IN WITNESS THEREOF,  said Gregory Aurre has caused its corporate seal to be
hereunto  affixed  and this  certificate  to be signed  by  Gregory  Aurre,  its
President and Gregory Aurre III, its secretary this 7th day of February 2001

                                                     By: /s/Gregory Aurre
                                                         President


                                                     By: /s/Gregory Aurre III
                                                         Secretary