CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                              HOMEGATE CORPORATION

                                 * * * * * * * *

         HOMEGATE CORPORATION, a corporation organized and existing under and by
virtue  of  the  General   Corporation   Law  of  the  State  of  Delaware  (the
"Corporation"),  in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware, does hereby certify:

         FIRST:  By unanimous  consent of the Board of Directors  and consent of
the  majority  stockholders  of the  Corporation  resolutions  were duly adopted
summarizing  proposed  amendments to the  Certificate of  Incorporation  of said
Corporation. The resolutions summarizing the proposed amendments are as follows:

         RESOLVED,  the Majority Shareholders and the Board of Directors believe
         it  is  in  the  best  interest  of  the   Corporation   to  amend  the
         Corporation's  articles of  incorporation  to change the  Corporation's
         name  to  Covenant  Financial  Corporation  and  the  officers  of  the
         Corporation are hereby  authorized and directed to take such actions as
         they may deem appropriate to effect the name change.

         SECOND: That, in accordance with the resolution set forth in ONE above,
Article 1 of the  Corporation's  Certificate of  Incorporation,  as amended,  be
amended to change the Corporation's name to Covenant Financial Corporation.

                                    ARTICLE 1

     The name of the corporation is Covenant Financial Corporation.

     THIRD: The second resolution  approved by unanimous consent of the Board of
Directors and by the majority stockholders is as follows:

     RESOLVED,  the majority  shareholders and the Board of Directors believe it
is in the best interest of the Corporation to amend the  Corporation's  articles
of  incorporations  to effect a 1:10 reverse stock split to  shareholders  to be
carried out as soon as possible  and to  re-authorize  50,000,000  shares of the
Corporation's common stock with a par value of $.001 per share each.

     FOURTH:  That, in accordance  with the resolution set forth in THREE above,
Article 4 of the  Corporation's  Certificate of  Incorporation,  as amended,  be
amended to effect a 1:10 reverse  stock split and  re-authorize  the  authorized
shares and the par value.

     FIFTH: The third resolution  approved by unanimous  consent of the Board of
Directors and the majority stockholders is as follows:
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         RESOLVED,  the majority shareholders and the Board of Directors believe
it is in the  best  interest  of the  Corporation  to  amend  the  Corporation's
articles of incorporations to authorize preferred stock.

     SIXTH:  That, in accordance  with the  resolution  set forth in FIVE above,
Article 4 of the  Corporation's  Certificate of  Incorporation,  as amended,  be
amended to authorize preferred stock.

                                    ARTICLE 4

     The  total  number of shares of stock  which  the  Corporation  shall  have
authority to issue is  55,000,000,  consisting  of  50,000,000  shares of common
stock,  par value $.001 per share  ("Common  Stock"),  and  5,000,000  shares of
preferred stock par value $.001 per share ("Preferred Stock").

     The  Board of  Directors  of the  Corporation  is  authorized,  subject  to
limitations  prescribed  by law,  to provide  for the  issuance of the shares of
Preferred  Stock  in  series,  and  by  filing  a  certificate  pursuant  to the
applicable  law 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 any
qualifications,  limitations or restrictions  thereof.  The number of authorized
shares to  Preferred  Stock may be  increased  or  decreased  (but not below the
number  of shares  thereof  then  outstanding)  by the  affirmative  vote of the
holders of a majority of the voting power of all the then outstanding  shares of
the capital stock of the corporation  entitled to vote,  without a separate vote
of the holders of the Preferred  Stock, or any series thereof,  unless a vote of
any such  holders  is  required  pursuant  to the  certificate  or  certificates
establishing any series of Preferred Stock.

     SEVENTH: That thereafter,  pursuant to resolution of its Board of Directors
and written  consent of the majority the  amendments  were properly  approved in
accordance with Delaware law.

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

     NINTH: These amendments shall become effective on March ___, 2002.

     IN WITNESS  WHEREOF,  said  Corporation  has caused this  certificate to be
signed by its President this 21st day of March, 2002.

                                                   HOMEGATE CORPORATION

                                                By: /s/ Gary Bell
                                                   -----------------------------
                                                    Gary Bell, President