EXHIBIT 3.2

                                                       STATE OF DELAWARE
                                                       SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 07/29/1998
                                                       981294061 - 2681115

                                   CERTIFICATE
                                       for
                         RENEWAL AND REVIVAL OF CHARTER
                                       of
                                Medic Media Inc.

         Medic Media Inc., a corporation  organized  under the laws of the State
of Delaware,  the cer1ificate of  incorporation of which was filed in the Office
of the Secretary of State on the 6th day of November,  1996, and whose corporate
char1er  was  voided on the 1 st day of March,  1998,  now  desires to procure a
restoration,  renewal  and  revival  of its  char1er,  and hereby  certifies  as
follows:

         1. The name of this corporation is Medic Media Inc.

         2. Its registered  office in the State of Delaware is located at 30 Old
Rudnick Lane, in the City of Dover,  County of Kent, and the name and address of
its registered agent is CorpAmerica, Inc., Dover, Delaware 19901.

         3. The date when the restoration,  renewal,  and revival of the charter
of this  company is to commence is the 28th day of  February,  1998,  same being
prior to the date of the expiration of the charter.  This renewal and revival of
the charter of this corporation is to be perpetual.

         4. This  corporation  was duly  organized  and carried on the  business
authorized  by its charter  until the 1st day of March,  1998, at which time its
charter was void for failure to pay the franchise  tax due and this  certificate
for renewal and revival is filed by authority  of the duly elected  directors of
the corporation in accordance with the laws of the State of Delaware.

         IN TESTIMONY  WHEREOF and in compliance  with the provisions of Section
312 of the General  Corporation Law of the State of Delaware,  as amended,  this
Certificate has been executed by the last and acting  Officer,  this 27th day of
July, A.D., 1998.


                                             /S/ LINDEN J. BOYNE
                                         ----------------------------------
                                             LINDEN J. BOYNE, SECRETARY
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                                         Typed Name and Title of Officer