CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

      MemberWorks Canada Holdco, 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 the Board of Directors of said corporation, at a meeting duly
held, adopted a resolution proposing and declaring advisable the following
amendment to the Certificate of Incorporation of said corporation:

       RESOLVED,  that  the  Certificate  of  Incorporation  of
       MemberWorks  Canada Holdco,  Inc. be amended by changing
       Article I thereof  so that,  as  amended,  said  Article
       shall be and read as follows:

       "The name of the corporation is Lavalife Inc. (the "Corporation")."

      SECOND: That in lieu of a meeting and vote of stockholder, the stockholder
has given unanimous written consent to said amendment in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.

      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.

      IN WITNESS WHEREOF, said corporation has caused this certificate to be
signed by James B. Duffy, its President, this 18th day of May, 2004.

                                By: /s/ James B. Duffy
                                    -------------------------
                                        James B. Duffy
                                        President


                                                         STATE OF DELAWARE
                                                         SECRETARY OF STATE
                                                      DIVISION OF CORPORATIONS
                                                   DELIVERED 02:29 PM 05/18/2004
                                                     FILED 02:26 PM 05/18/2004
                                                    SRV 040364161 - 3780251 FILE