STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 05/02/1997
                                                          971144376 - 2292006

                               STATE OF DELAWARE
                          CERTIFICATE OF AMENDMENT OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                            HIGHLAND RESOURCES, INC.


     HIGHLAND RESOURCES, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

     FIRST: That the Board of Directors of said corporation, by unanimous
written consent pursuant to Section 141 of the General Corporation Law of the
State of Delaware, duly adopted resolutions setting forth proposed amendments of
the Certificate of Incorporation of said corporation, declaring said amendments
to be advisable and submitting the amendments to the stockholders of said
corporation for consideration thereof. The resolutions setting forth the
proposed amendments are as follows:

     RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "FOURTH" so that, as amended,
said Article shall be and read as follows:

                                 ARTICLE FOURTH

                                    CAPITAL

     The aggregate number of shares of stock which the corporation shall have
authority to issue is twenty-five million, which are divided into five million
shares of Preferred Stock of a par value of one mil ($0.001) each and twenty
million shares of Common Stock of a par value of one mil ($0.001) each, which
shares of stock may be issued from time to time in one or more classes or one or
more series within any class thereof, in any manner permitted by law, as
determined from time to time by the Board of Directors, and stated in the
resolution or resolution providing for the issuance of such shares adopted by
the Board of Directors pursuant to authority hereby vested in it, each class or
series to be appropriately designated, prior to the issuance of any shares
thereof, by some distinguishing letter, number, designation or title. All shares
of stock in such classes or series may be issued for such consideration and have
such voting powers, full or limited, or no voting powers, and shall have such
designations, preferences and relative, participating, optional, or other
special rights, and qualifications, limitations or restrictions thereof,
permitted by law, as shall be stated and expressed in the resolution or
resolutions, providing for the issuance of such shares adopted by the Board of
Directors pursuant to authority hereby vested in it. The number of shares of
stock of any class or series within any class, so set forth in such resolution
or resolutions may be increased (but not above the total number of authorized
shares of the class) or decreased (but not below the number of shares thereof
then outstanding by further resolution or resolutions adopted by the Board of
Directors pursuant to authority hereby vested in it.

     On April 13, 1997, the Company received the consent of a majority of the
shareholders for a thirty-for-one reverse split of the Company's outstanding
stock.

     SECOND: That thereafter, pursuant to resolution of its Board of Directors,
the said amendments were submitted to the stockholders of said corporation and,
in lieu of a meeting and vote of stockholders, the stockholders have given
written consent to said amendments, said written consent has been filed with the
corporation, and written notice of the action has been given as provided in
Section 228 of the General Corporation Law of Delaware.

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

     FOURTH: That the capital of said corporation shall not be reduced under or
by reason of said amendments.

     IN WITNESS WHEREOF, said HIGHLAND RESOURCES, INC. has caused this
certificate to be signed by Melanie Ellerton, an Authorized Officer, this 16th
day of April, A.D. 1997.

                                         HIGHLAND RESOURCES, INC.

                                         /s/ Melanie Ellerton
                                         --------------------
                                         Name: Melanie Ellerton
                                         Title: President