CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                                 MENTORTECH INC.

                    Adopted in accordance with the provisions
                    of Section 242 of the General Corporation
                          Law of the State of Delaware
                          ----------------------------



     Mentortech Inc. (the "Corporation"),  a corporation  organized and existing
by virtue of the General Corporation Law of the State of Delaware (the "Delaware
GCL"), by its duly authorized officers, hereby certifies as follows:

     FIRST:  That the Board of Directors of the Corporation,  acting pursuant to
Section  141(f) of the Delaware  GCL, has duly adopted a resolution  authorizing
the  Corporation  to reclassify,  change and convert each eight (8)  outstanding
shares of the Corporation's Common Stock, par value $.01 per share, into one (1)
share of Common Stock, par value $.01 per share.

     SECOND: That the Board of Directors of the Corporation,  acting pursuant to
Section  141(f) of the Delaware  GCL, has duly adopted a resolution  authorizing
the  Corporation  to reduce  the  number of common  shares  the  Corporation  is
authorized to issue from forty million  (40,000,000) shares of Common Stock, par
value $.01 per share, to twenty million (20,000,000) shares of Common Stock, par
value $.01 per share.

     THIRD:  That,  pursuant  to  authorization  by  the  affirmative  vote,  in
accordance with the provisions of the Delaware GCL, of the holders of a majority
of the outstanding Common Stock of the Corporation entitled to vote thereon at a
special meeting of  stockholders  of the Corporation  held on February 26, 1998,
the Certificate of Incorporation of the Corporation be amended as follows:


          1. By  striking  out  Article IV,  paragraph  (a) and  inserting a new
     Article IV, paragraph (a) to read as follows:

          "(a) The  aggregate  number of shares of stock  which the  Corporation
     shall have the authority to issue is  25,000,000,  of which  20,000,000 are
     shares of Common Stock,  with a par value of $.01 per share,  and 5,000,000
     are shares of Preferred Stock, with a par value of $.001 per share."




                                                      

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          2. By adding new paragraph (d) to Article IV to read as follows:

          "(d) Each  eight (8) shares of the  Common  Stock,  par value $.01 per
     share, of the Corporation  issued and outstanding or held in treasury as of
     5:00 p.m. New York time on the date on which this  Certificate of Amendment
     is filed by the Secretary of State of the State of Delaware (the "Effective
     Time")  shall be  reclassified  as and changed into one (1) share of Common
     Stock, par value $.01 per share, of the Corporation,  without any action by
     the  holders  thereof.  Each  stockholder  who,  immediately  prior  to the
     Effective Time, owns a number of shares of Common Stock which is not evenly
     divisible by eight (8) shall, with respect to such fractional interest,  be
     entitled to receive  from the  Corporation  cash in an amount equal to such
     fractional  interest  multiplied  by the  average  of the  closing  bid and
     closing asked prices of the Common Stock as reported on the Nasdaq Bulletin
     Board at the Effective Time"

     FOURTH:   That  the   amendments  to  the   Corporation's   Certificate  of
Incorporation  set forth  herein have been duly adopted in  accordance  with the
provisions of Section 242 of the Delaware GCL.


     IN WITNESS  WHEREOF,  the  Corporation  has caused this  certificate  to be
executed on its behalf by Roy Machnes,  its President,  on March 3, 1998, hereby
declaring and certifying  that this is the act and deed of the  Corporation  and
that the facts herein stated are true.



                                                     /s/Roy Machnes
                                                     --------------
                                                     Name: Roy Machnes
                                                     Title: President


ATTEST:


/s/Terry I. Steinberg
---------------------
Name: Terry I. Steinberg
Title: Secretary



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