STATE OF DELAWARE
                                                         SECRETARY OF STATE
                                                      DIVISION OF CORPORATIONS
                                                      FILED 09:00 AM 03/06/2002
                                                        020152593 - 3048457



                                STATE OF DELAWARE

                           CERTIFICATE OF AMENDMENT OF

                          CERTIFICATE OF INCORPORATION

                             ICT TECHNOLOGIES, INC.

     First:  That at a meeting of the Board of  Directors  of ICT  Technologies,
Inc., a resolution  was duly adopted  setting forth  proposed  amendments to the
Certificate  of  Incorporation,  declaring  said  amendments to be advisable and
calling a meeting of stockholders of said corporation for consideration thereof.
The resolution setting forth the proposed amendments is as follows:

     RESOLVED, that Article FOURTH is hereby amended to read as follows:

     This  corporation  shall  have the  authority  to issue two (2)  classes of
capital stock the total of which shall be 210,000,000 shares. The classification
and par value of  200,000,000  shares shall be common  voting stock having a par
value of $.001 per share, and each share shall be entitled to the same dividend,
liquidation,  and voting rights;  the classification and par value of 10,000,000
shares  shall be  preferred  stock  having a par value of $.001 per share.  Said
preferred stock may be issued from time to time in one or more classes or series
with such dividend  rates,  voting  rights,  rights of  conversion,  rights upon
dissolution or liquidation,  and with such designations or restrictions  thereof
as shall be determined  by  resolution  adopted by the Board of Directors at the
time such stock is issued without further approval of the shareholders.

         Article SIXTH is hereby amended to read as follows

     The address,  including street,  number, city and county, of the registered
office of the  Corporation  in the State of Delaware is 2711  Centerville  Road,
Suite 400,  Wilmington,  Delaware 19808; and the name of the registered agent of
the Corporation is Corporation Service Company.

     A new Article EIGHTH is hereby adopted to read as follows:

     The Corporation shall, to the fullest extent permitted by the provisions of
Section 145 of the Delaware General  Corporation Law, as the same may be amended
and  supplemented,  indemnify  any and all  persons  whom it shall have power to
indemnify  under said  section  from and  against  any and all of the  expenses,
liabilities or other matters referred to in or covered by said section,  and the
indemnification  provided for herein shall not be deemed  exclusive of any other
rights to which those  indemnified may be entitled under any by-law,  agreement,
vote of stockholders or disinterested directors or otherwise,  both as to action
in his official capacity and as to action In another capacity while holding such
office,  and shall  continue  as to a person  who has  ceased to be a  director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors  and   administrators  of  such  a  person.  The  foregoing  right  of
indemnification   shall  in  no  way  be   exclusive  of  any  other  rights  of
indemnification  to  which  such  person  may  be  entitled  under  any  by-law,
agreement, vote of stockholders or disinterested directors, or otherwise.

     Second: The amendments to the Certificate of Incorporation herein certified
have been duly  adopted and  written  consent of the board of  directors  and of
holders of a majority of the common stock have been given in accordance with the
provisions of Sections 228 and 242 of the General  Corporation  Law of the State
of Delaware.

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


                                 By: /s/Joshua Shainberg
                                 -----------------------------
                                     Joshua Shainberg,
                                     President