CERTIFICATE OF AMMENDMENT

                                     TO THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                          AQUA VIE BEVERAGE CORPORATION

         Aqua Vie Beverage  Corporation,  a  corporation  organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Company"), does hereby certify:

         FIRST:  That Article FOURTH of the Certificate of  Incorporation of the
Company is hereby  amended to increase the amount of total shares and common and
preferred  shares  which may be issued by  amending  the first  sentence of said
paragraph to read as follows:

         "The  total  number  of  shares  of all  classes  of  stock  which  the
corporation  shall have  authority to issue shall be  5,005,000,000  shares,  of
which 5,000,000  shares will be preferred stock of the par value of one tenth of
a cent each ($.001),  (hereinafter  called the  "Preferred  Stock") and of which
5,000,000,000  shares  shall be common  stock of the par value of one tenth of a
cent each ($.001) (hereinafter called the "Common Stock")"

         SECOND:  That the foregoing  amendment was duly adopted by the Board of
Directors and  stockholders  of the Company in accordance with the provisions of
Sections 228 and 242 of the General Corporation Law of the State of Delaware.

         THIRD:  That the effective date of this  Certificate of Amendment shall
be midnight on the day it is filed with the Secretary of State.

         IN  WITNESS  WHEREOF,  THE  company  has  caused  this  Certificate  of
Amendment  to be signed by its duly  authorized  officer  this 22nd day of July,
2002.

AQUA VIE BEVERAGE CORPORATION

By: /s/ Thomas Gillespie
   --------------------------------
        Thomas Gillespie, President