CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

     CHOICES ENTERTAINMENT CORPORATION, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

     FIRST: That at a meeting of the Board of Directors of Choices
Entertainment Corporation (the "Corporation"), resolutions were duly adopted
setting forth a proposed amendment to the Certificate of Incorporation of the
Corporation, declaring said amendment to be advisable and calling a meeting
of the stockholders of this Corporation for consideration thereof. The
resolutions setting forth the proposed amendment are as follows:

     RESOLVED:  That the Certificate of Incorporation of the Corporation be
     amended by changing Article Second thereof so that, as amended said
     Article shall be and read as follows:

           "SECOND: The name of the Corporation, hereinafter is:

                                   CECS CORP."

     RESOLVED: That the Certificate of Incorporation of the Corporation be
     amended by changing the first sentence of ARTICLE SIXTH thereof so
     that, as amended, said sentence of ARTICLE SIXTH shall be and read as
     follows:

           "SIXTH: The total number of shares of capital stock of all
           classes which the Corporation has authority to issue is Two
           Hundred Fifty Million (250,000,000) shares, having an
           aggregate par value of Two Million Five Hundred Thousand
           Dollars ($2,500,000), and divided into Two Hundred Million
           (200,000,000) shares of common stock with a par value of One
           Cent ($0.01) per share, and Fifty Million (50,000,000) shares
           of preferred stock with a par value of One Cent ($0.01) per
           share."




     SECOND: That thereafter, at the regular meeting of the stockholders of
the Corporation which was duly called and held, upon notice in accordance
with Section 222 of the General Corporation Law of the State of Delaware, the
necessary number of shares as required by statute were voted in favor of the
amendment.

    THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law Of the State of
Delaware.

     IN WITWESS WHEREOF, said corporation, Choices Entertainment Corporation,
has caused this certificate to be signed by its President and attested by its
Assistant Secretary, this 18th day of July, 2000.

ATTEST:                                CHOICES ENTERTAINMENT CORPORATION


By: /s/                                By: /s/
    -------------------------------        -------------------------------
    Jenny J. Kim,                          Tracy M. Shier
    Assistant Secretary                    President