CERTIFICATE OF AMENDMENT
                         OF CERTIFICATE OF INCORPORATION

                                       OF

                           CAREERENGINE NETWORK, INC.
                      (Pursuant to Sections 228 and 242 of
                      the Delaware General Corporation Law)

                           --------------------------

         Careerengine  Network, Inc.  ("CareerEngine"),  a corporation organized
and existing under and by virtue of the Delaware  General  Corporation  Law (the
"DGCL") does hereby certifies that:

         FIRST:  The Board of Directors of  CareerEngine,  by unanimous  written
consent pursuant to Section 141(f) of the DGCL, duly adopted resolutions setting
forth a proposed  amendment to the Certificate of  Incorporation of CareerEngine
(the "Certificate of  Incorporation"),  declaring such amendment to be advisable
and calling a meeting of the  shareholders  of  CareerEngine  for  consideration
thereof.  The amendment adopted provides as follows:  That Article Fourth of the
Certificate of Incorporation shall be amended to read in its entirety as follows
and is hereafter referred to as the "Amendment"

         " FOURTH:  The total number of shares which the Corporation  shall have
the authority to issue is 21,000,000 shares, of which 20,000,000 shares shall be
common  stock,  with a par value of $0.10 per share  (the  "Common  Stock")  and
1,000,000 shares shall be preferred  stock,  with a par value of $0.10 per share
(the "Preferred Stock").

         The  Preferred  Stock  may be  issued  from time to time in one or more
series with such designations,  preferences and relative participating, optional
or other special rights and qualifications, limitations or restrictions thereof,
as shall be stated in the  resolutions  adopted by the Board of  Directors  (the
"Board")  providing for the issuance of such Preferred  Stock or series thereof;
and the  Board  is  hereby  vested  with  authority  to fix  such  designations,
preferences  and relative  participating,  optional or other  special  rights or
qualifications, limitations, or restrictions for each series, including, but not
by  way  of  limitation,  the  power  to  fix  the  redemption  and  liquidation
preferences,  the rate of dividends payable and the time for and the priority of
payment  thereof and to determine  whether such dividends shall be cumulative or
not and to provide for and fix the terms of conversion of such  Preferred  Stock
or any series  thereof into Common Stock of the  Corporation  and fix the voting
Power,  if any,  of  shares  of  Preferred  Stock or any  series  thereof.

         SECOND:  That the  Amendment  was duly adopted in  accordance  with the
provisions  of Sections 228 and 242 of the DGCL.  Prompt  written  notice of the
adoption of the Amendment herein certified has been given to those  stockholders
who have not  consented  in writing  thereto,  as provided in Section 228 of the
DGCL.

         THIRD:  This  Certificate of Amendment shall become  effective upon the
filing hereof in the Office of the Secretary of State of the State of Delaware.

         IN  WITNESS  WHEREOF,  CareerEngine  has  caused  this  Certificate  of
Amendment to be duly executed by its President as of October 16, 2000.


                           CareerEngine Network, Inc.

                           By:   /s/ George W. Benoit
                              ---------------------------
                              George W. Benoit, President