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 I of the Articles of Incorporation of this corporation is amended
      to read as follows:

            "The name of this corporation is ZAP"

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 6,111,179. 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
      entitled to vote.

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 16, 2001


                                          /s/ Gary Starr
                                          ------------------------------------
                                          Gary Starr, President

                                          /s/ Joni Arellanes
                                          ------------------------------------
                                          Joni Arellanes, Secretary