Exhibit 3.3


                 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF
                                  INCORPORATION
                                       OF
                          STARLOG FRANCHISE CORPORATION

To:      The Secretary of State
         State of New Jersey

      Pursuant to the provisions of Section 14:A-9-2(4) and Section 14A:9-4(3)
of the New Jersey Business Corporation Act, the undersigned corporation executes
the following certificate of Amendment to its Certificate of Incorporation;

1. Name of Corporation:       STARLOG FRANCHISE CORPORATION

2. Corporation Number:        Federal EIN Number 22-321981

3. Article First of the Corporation's Articles of Incorporation be
   amended to read in its entirety as follows:

         "FIRST: the name of the corporation (hereinafter called the
         "corporation") is RETAIL ENTERTAINMENT GROUP, INC.";

4. Article Third of the  Corporation's  Articles of  Incorporation be amended to
   read in its entirety as follows:

         "THIRD: The aggregate number of shares which the corporation shall have
         authority to issue is SIX MILLION  (6,000,000),  all of which are a par
         value of $.01 each, and all of which are the same class.

         Simultaneously with the effective date of this amendment(the "Effective
         Date"),  each share of the  Corporation's  stock,  par value $0.001 per
         share,  issued and outstanding  immediately prior to the Effective Date
         (the "Old Common Stock") shall  automatically and without any action on
         the part of the holder thereof be reclassified as and changed, pursuant
         to a reverse  stock split,  into  one-tenth of a share of the Company's
         outstanding  Common  Stock,  par value $0.01 per share (the "New Common
         Stock")  subject to the  treatment  of  fractional  share  interests as
         described  below.  Each holder of a certificate or  certificates  which
         immediately prior to the Effective Date represented  outstanding shares
         of Old Common Stock (the "Old Certificates," whether one or more) shall
         be entitled to receive upon surrender of such Old  Certificates  to the
         Company's   Transfer   Agent  for   cancellation,   a  certificate   or
         certificates (the "New Certificates," whether one or more) representing
         the number of whole  shares of the New Common  Stock into which and for
         which the shares of the Old Common Stock  formerly  represented by such
         Old  Certificates  so  surrendered,  are  reclassified  under the terms
         hereof.  From and after the  Effective  Date,  Old  Certificates  shall
         represent  only the right to receive New  Certificates  pursuant to the
         provisions  hereof.  No certificates or scrip  representing  fractional
         share  interests  will  entitle the holder  thereof to vote,  or to any
         rights of a shareholder of the Company.  Any fraction of a share of New


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         Common  Stock to which the holder would  otherwise be entitled  will be
         adjusted  upward  to the  nearest  whole  share.  If more  than one Old
         Certificate  shall be  surrendered  at one time for the  account of the
         same  stockholder,  the number of full  shares of New Common  Stock for
         which New  Certificates  shall be issued shall be computed on the basis
         of the aggregate  number of shares  represented by the Old Certificates
         so  surrendered.  In  the  event  that  the  Company's  Transfer  Agent
         determines that a holder of Old  Certificates  has not tendered all his
         certificates  for exchange,  the Transfer Agent shall carry forward any
         fractional  share  until  all  certificates  of that  holder  have been
         presented for exchange such that payment for  fractional  shares to any
         one  person  shall  not  exceed  the  value  of one  share.  If any New
         Certificate  is to be issued in a name other than that in which the Old
         Certificates  surrendered for exchange are issued, the Old Certificates
         so surrendered  shall be properly endorsed and otherwise in proper form
         for transfer,  and the person or persons requesting such exchange shall
         affix any requisite  stock transfer tax stamps to the Old  Certificates
         surrendered,  or provide funds for their  purchase.  From and after the
         Effective  Date the amount of capital  represented by the shares of New
         Common  Stock  into  which and for which the  shares of the Old  Common
         Stock are reclassified  under the terms hereof shall be the same as the
         amount of capital  represented  by the  shares of Old  Common  Stock so
         reclassified,  until thereafter reduced or increased in accordance with
         applicable law".

5.   The total number of shares  outstanding  at the time of the adoption of the
     amendment was TWENTY-FOUR  MILLION,  TWO-HUNDRED AND THIRTY SEVEN THOUSAND,
     SIX-HUNDRED  AND  THIRTY-SIX  (24,237,636).  The  total  number  of  shares
     entitled to vote thereon was  TWENTY-FOUR  MILLION,  TWO-HUNDRED AND THIRTY
     SEVEN THOUSAND, SIX-HUNDRED AND THIRTY-SIX (24,237,636).

6.   The  foregoing  amendment  was  adopted  by the  written  consent  of  Hope
     Associates,  L.L.C.  and  Kevin  VanderKelen,  two  shareholders  holding a
     combined total of TWENTY-TWO MILLION  FOUR-HUNDRED AND FIVE THOUSAND shares
     (22,405,000)   shares  (NINETY-TWO  percent  (92%)  )  of  the  issued  and
     outstanding  shares of stock pursuant to Section 14:A:5-6 of the New Jersey
     Business   Corporation  Act.  No  shareholders   have  voted  against  this
     amendment.   Notice  of  this  shareholder   action  was  provided  to  the
     non-consenting  shareholders for the attached Information Statement on June
     17, 1998 pursuant to Section  14A5:6(2)(b) to shareholders of record on May
     22, 1998.

Dated this 9th day of July 1998

                                            STARLOG FRANCHISE CORPORATION

                            BY: /s/ Jack Fitzgerald
                                ---------------------------------
                            Jack Fitzgerald President