A0548534
                                                                 ENDORSED--FILED
                                         in the office of the Secretary of State
                                                      of the State of California
                                                                     JUN 28 2000
                                                  Bill Jones, Secretary of State

                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                                  ZAPWORLD.COM
                            A California corporation

The undersigned certify that:

       1.     They are the President and Secretary of ZAPWORLD.COM, a California
              corporation (the "Corporation").

       2.     The Articles of Incorporation of the Corporation dated September
              21, 1994 and filed with the California Secretary of State on
              September 23, 1994 under File No. 1913349, as amended by
              Certificate of Amendment of Articles of Incorporation dated
              October 10, 1996 and filed with the California Secretary of State
              on November 8, 1996 under File No. A483656, and as amended by
              Certificate of Amendment of Articles of Incorporation dated May
              26, 1999 and filed with the California Secretary of State on June
              2, 1999 under File No A0526118, are hereby amended as follows:

       3.     Article FOUR is deleted and the text stated below is inserted in
              its place:

              Four   (a)    The corporation is authorized to issue two classes
                            of stock, designated `Common Stock' and `Preferred
                            Stock,' respectively. The number of shares of Common
                            Stock the corporation is authorized to issue is ten
                            million (10,000,000). The number of shares of
                            Preferred Stock the corporation is authorized to
                            issue is ten million (10,000,000).

                     (b)    The Preferred Stock may be divided into such number
                            of series as the board of directors may determine.
                            The board of directors is authorized to determine
                            and alter the rights, preferences, privileges, and
                            restrictions granted to or imposed upon any wholly
                            unissued series of Preferred Stock, and to fix the
                            number of shares and the designation of any series
                            of Preferred Stock. The board of directors may,
                            within the limits stated in any resolution or
                            resolutions of the board of directors originally
                            fixing the number of shares constituting any series,
                            increase or decrease (but




                            not below the number of shares of such series then
                            outstanding) the number of shares of any series
                            subsequent to the issue of shares of that series."

       4.     The foregoing amendment of Articles of Incorporation has been duly
              approved by the Board of Directors.

       5.     The foregoing amendment of Articles of Incorporation has been duly
              approved by the required vote of shareholders in accordance with
              Section 902, California Corporations Code. The total number of
              outstanding shares of Common Stock of the Corporation is
              5,226,594. There are no outstanding shares of Preferred Stock. The
              number of outstanding shares of Common Stock voting in favor of
              the amendment exceeded the vote required. The percentage vote
              required was more than fifty percent (50%).

         The undersigned further declare under penalty of perjury under the laws
of the State of California that the matters set forth in this certificate are
true and correct of our own knowledge.


Date:  June 26, 2000                    /s/ John Dabels
                                        -------------------------------
                                          John Dabels, President



                                        /s/ Oonagh Duggan
                                        -------------------------------
                                          Oonagh Duggan, Secretary



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