CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                                  ZAPWORLD.COM

The undersigned certify that:

1.     They are the president and the secretary, respectively, of Zapworld.com,
       a California corporation.

2.     Article IV of the Articles of Incorporation of this corporation is
       amended to read as follows:

              "(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 twenty million (20,000,000). 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."

3.     The foregoing amendment of Articles of Incorporation has been duly
       approved by the board of directors.

4.     The foregoing amendment of Articles of Incorporation has been duly
       approved by the required vote of shareholders in accordance with Section
       902 of the 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 shares of Common
       Stock voting in favor of the amendment exceeded the vote required. The
       percentage vote required was more than 50% of the outstanding shares.



We 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


                                               ---------------------------------
                                               Gary Starr, President

                                               ---------------------------------
                                               Joni Arellanes, Secretary



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