CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                             INTERACTIVE GROUP, INC.


     Robert J. Stahl and William J. Hanson certify that:

     1.  They  are  the  duly  elected  and  acting  President  and  Secretary,
respectively,  of  InterActive  Group,  Inc.,  a  California  corporation.

     2.  Article  First  of the Certificate of Incorporation of this corporation
is  hereby  amended  to  read  as  follows:

          "FIRST:  The  name  of  the  corporation  is  'Arrowhead  Research
Corporation'."

     3.  Article  Fourth of the Certificate of Incorporation of this corporation
is  hereby  amended  to  read  as  follows:

          "FOURTH:  The  total number of shares which the corporation shall have
     authority  to  issue  is  60,000,000,  of  which 50,000,000 shares shall be
     common stock, $.001 par value ("Common Stock"), and 10,000,000 shares shall
     be  preferred  stock,  $.001  par  value  ("Preferred Stock"). The Board of
     Directors  is  authorized, subject to the limitations prescribed by law and
     the  provisions  of this Article FOURTH, to provide for the issuance of the
     Preferred  Stock  in  series,  and  by filing a certificate pursuant to the
     applicable  laws  of  the State of Delaware, to establish from time to time
     the  number  of  shares  to be included in each such series, and to fix the
     designation,  powers,  preferences  and  rights  of the shares of each such
     series  and  the  qualifications,  limitations or restrictions thereof. The
     authority  of the Board of Directors with respect to each such series shall
     include, but not be limited to, the determination of the following: (a) The
     number  of  shares constituting that series and the distinctive designation
     of  that  series;  (b)  The  dividend  rate,  if any, on the shares of that
     series,  whether dividends shall be cumulative, and, if so, from which date
     or  dates,  and  the  relative priority, if any, of payment of dividends on
     shares of that series; (c) Whether that series shall have voting rights, in
     addition  to  the  voting rights expressly required by law, and, if so, the
     terms  of such voting rights; (d) Whether that series shall have conversion
     privileges,  and,  if  so,  the  terms  and  conditions of such conversion,
     including  provisions  for adjustment of the conversion rate in such events
     as the Board of Directors shall determine; (e) Whether or not the shares of
     that  series  shall  be redeemable, and, if so, the terms and conditions of
     such redemption, including the date or dates upon or after which they shall
     be  redeemable, and the amount per share payable in the case of redemption,
     which  amount  may  vary  under  different  conditions  and  at  different
     redemption dates; (f) Whether that series shall have a sinking fund for the
     redemption  or purchase of shares of that series, and, if so, the terms and
     amount of such sinking fund; (g) The rights of the shares of that series in
     the event of a voluntary or involuntary liquidation, dissolution or winding
     up  of  the  corporation,  and  the relative rights of priority, if any, of
     payment  of  shares  of  that  series;  and  (h) Any other relative rights,
     preferences  and  limitations  of  that  series.

     Upon the amendment of this Article FOURTH to read as hereinabove set forth,
     each  sixty-five (65) shares of Common Stock then outstanding shall thereby
     be  combined,  reconstituted  and converted into one share of Common Stock,
     each  six and one-half (6.5) shares of Preferred Stock designated as Series
     A  Preferred  Stock  then be combined, reconstituted and converted into one
     share of Common Stock. No fractional shares shall be issued to shareholders
     in  connection with such combination, reconstitution and conversion, but in
     lieu thereof one additional whole share shall be distributed to each holder
     of shares of Common Stock who would otherwise have been entitled to receipt
     of  any  fractional  share."


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     3.  The  foregoing amendments of the Certificate of Incorporation have been
duly  approved  by the Board of Directors of this corporation in accordance with
Section  242  of  the  Delaware  General  Corporation  Law.

     4.  The  foregoing amendments of the Certificate of Incorporation have been
duly  approved  by  the required vote of the stockholders of this corporation in
accordance  with  Section  242  of the Corporations Code, including the separate
vote  of  the  holders  of  the  Series  A Preferred Stock.  The total number of
outstanding  shares  of  the  Common Stock of this corporation is 5,276,039, the
total  number  of  outstanding  shares  of  the Series A Preferred Stock of this
corporation  is  2,000,000,  and  no other shares of the Preferred Stock of this
corporation have been issued or are outstanding.  The number of shares of Common
Stock  voting  in favor of the amendments equaled or exceeded the vote required.
The  percentage vote required was more than 50%. The number of votes cast by the
holders  of  the  Series A Preferred Stock in favor of the amendments equaled or
exceeded  the  vote  required.  The  percentage vote required was more than 50%.

     We  further declare under penalty of perjury under the laws of the State of
Delaware  that the matters set forth in this certificate are true and correct of
our  own  knowledge.

Dated: December 12, 2003.


                                        _____________________________
                                        Robert J. Stahl, President


                                        _____________________________
                                        William J. Hanson, Secretary


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