State of New York    )
                           )ss:
Department of State  )

I hereby  certify  that the annexed  copy has been  compared  with the  original
document  in the custody of the  Secretary  of State and (hat the same is a true
copy of said original.

     Witness my hand and seal of the Department of State on  SEP 29, 1999


                         Seal

DOS-1266 (5/96)


                                 /s/
                                 Special Deputy Secretary of State


<PAGE>
                                                       F990928000867

                CERTIFICATE OF AMENDMENT TO THE
           COMPANY'S CERTIFICATE OF INCORPORATION OF
                         PLAYORENA INC.
CT-07                                                            CT-07
       UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

      The undersigned President of PLAYORENA INC.  ("Corporation"),  does hereby
certify and say that:

     FIRST: The name of the corporation is PLAYORENA INC.

     SECOND:  The  Certificate of  Incorporation  was filed by the Department of
State on December 4, 1981.

     THIRD:   The  amendments  of  the  certificate  of   incorporation  of  the
Corporation  effected by this  certificate  of amendment are as follows,  and to
accomplish the amendments set forth herein,  certain Articles of the Certificate
of Incorporation are hereby amended to read as follows:

     (a) Article FIRST of the Certificate of Incorporation, which sets forth the
name of the Corporation, is hereby amended to read as follows:

          FIRST: The name of the Corporation is ETRAVNET.COM, Inc.

     (b) Article SECOND of the  Certificate of  Incorporation,  which sets forth
the purposes for which the Corporation was formed,  is hereby amended to read as
follows:

     SECOND:  The purpose  ofthe  corporation  is to engage in any lawful act or
     activity  for  which  corporations  may be  organized  under  the New  York
     Business  Corporation  Law,  other than any act or activity  requiring  the
     consent or approval of any state  official,  department,  agency,  board or
     other body without such approval or consent first being obtained.

     (c) Article THIRD ofthe Certificate of Incorporation,  which sets forth the
location ofthe Corporation's  office in the State of New York, is hereby amended
to read as follows:

     THIRD: The office of the corporation  within the State of New York shall be
     located in Nassau County.

     (d) Article FOURTH of the  Certificate of  Incorporation,  which sets forth
the aggregate  number,  class, and par value of the shares which the Corporation
shall have the authority to issue,  is hereby amended to increase the authorized
number of shares of common stock which the Corporation  shall have the authority
to issue  and lo  authorize  the  issuance  of a new class of  preferred  stock.
Article FOURTH, as amended hereby, shall read in its entirety as follows:
<PAGE>
     FOURTH: The aggregate number of shares which the corporation shall have the
     authority to issue is Twenty-Five Million (25,000,000) shares, of which (i)
     Twenty  Million  (20,000,000)  shares shall be  designated  as Common Stock
     ("Common  Stock")  and shall have a par value of $.001 per share,  and (ii)
     Five Million  (5,000,000)  shares shall be  designated  as Preferred  Stock
     ("Preferred Stock") and shall have a par value of $.001 per share.

          The Preferred Stock may be issued in one or more series, firom time to
     time,  with each such  series to have such  designation,  relative  rights,
     preferences  or  limitations,  as  shall be  stated  and  expressed  in the
     resolution or resolutions providing for the issue of such series adopted by
     the Board of  Directors  of the  Corporation,  subject  to the  limitations
     prescribed by law and in accordance with the provisions  hereof,  the Board
     of Directors being hereby expressly vested with authority to adopt any such
     resolution or  resolutions.  The  authority of the Board of Directors  with
     respect to each series of Preferred Stock shall include, but not be limited
     to, the determination or fixing of the following:

          i) The distinctive  designation  and number of shares  comprising such
     series,  which number may (except where otherwise  provided by the Board of
     Directors in creating such series) be increased or decreased (but not below
     the number of shares then  outstanding) from time to time by like action of
     the Board of Directors;

          ii) The dividend  rate of such series,  the  conditions  and time upon
     which such  dividends  shall be payable,  the relation which such dividends
     shall bear to the dividends  payable on any other class or classes of stock
     or series thereof,  or any other series of the same class, and whether such
     dividends shall be cumulative or non-cumulative;

          iii) The  conditions  upon  which the shares of such  series  shall be
     subject to redemption by the  Corporation  and the times,  prices and other
     terms and provisions upon which the shares of the series may be redeemed;
<PAGE>
          iv)  Whether or not the  shares of the series  shall be subject to the
     operation of a retirement  or sinking fund to be applied to the purchase or
     redemption  of such  shares  and,  if such  retirement  or sinking  fund be
     established,  the  annual  amount  thereof  and the  terms  and  provisions
     relative to the operation thereof;

          v) Whether or not the shares of the series shall be  convertible  into
     or exchangeable  for shares of any other class or classes,  with or without
     par value,  or of any other series of the same class,  and, if provision is
     made for conversion or exchange, the times, prices, rates,  adjustments and
     other terms and conditions of such conversion or exchange;

          vi) Whether or not the shares of the series shall have voting  rights,
     in addition to the voting rights  provided by law, and, if so, the terms of
     such voting rights;

          vii) The rights of the shares of the series in the event of  voluntary
     or involuntary liquidation,  dissolution or upon the distribution of assets
     of the Corporation;

          viii)  Any  other  powers,  preferences  and  relative  participating,
     optional  or other  special  rights,  and  qualifications,  limitations  or
     restrictions  thereof,  of the  shares  of such  series,  as the  Board  of
     Directors  may deem  advisable  and as shall not be  inconsistent  with the
     provisions of this Certificate of Incorporation.

          The holders of shares of the  Preferred  Stock of each series shall be
     entitled to receive, when and as declared by the Board of Directors, out of
     funds legally available for the payment of dividends, dividends (if any) at
     the rates fixed by the Board of Directors  for such series  before any cash
     dividends  shall be  declared  and paid or set  apart for  payment,  on the
     Common Stock with respect to the same dividend period.

          The holders of shares of the  Preferred  Stock of each series shall be
     entitled,  upon  liquidation or dissolution or upon the distribution of the
     assets  of  the  Corporation,  to  such  preferences  as  provided  in  the
     resolution or resolutions  creating such series of Preferred  Stock, and no
     more,  before any  distribution of the assets of the  Corporation  shall be
     made to the holders of shares of the Common Stock.  Whenever the holders of
     shares of the  Preferred  Stock  shall  have been paid the full  amounts to
     which they shall be  entitled,  the  holders of shares of the Common  Stock
     shall  be  entitled  to  share  ratably  in  all  remaining  assets  of the
     Corporation.
<PAGE>
     FOURTH:  The foregoing  amendments to the Certificate of Incorporation were
authorized  by the  consent  in  writing  of all of the  members of the Board of
Directors  of the  Corporation,  followed by the vote of holders of  outstanding
shares  of the  Corporation  entitled  to vote  on the  said  amendments  of the
Certificate of Incorporation at a meeting of shareholders,  having not less than
the minimum requisite proportion of votes.

     IN WITNESS  WHEREOF,  I have  subscribed  this  certificate  this 17 day of
September,  1999 and I hereby  affirm the  statements  contained  herein as true
under the penalties of per)' ury.

                                         /s/ Lawrence Kaplan
                                         --------------------------
                                         LAWRENCE KAPLAN, PRESIDENT
<PAGE>
                                                 F 990928000867

                                                              CT-07

                            CERTIFICATE OF AMENDMENT
                       OF THE CERTIFICATE OF INCORPORATION
                                OF PLAYORENA INC.

                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW


                                                                            1-CC

RECEIVED                                 STATE OF NEW YORK
SEP 28   2 17  PM'99                     DEPARTMENT OF STATE
                                         FILED SEP 2 8 1999
                                         TAX $     10
                                             ----------------
                                         BY:     /s/
                                             ----------------
                                             SUFFOLK
                                             NASSAU

                                                  DRAWDOWN

                      BLAU, KRAMER, WACTLAR & LIEBERMAN, PC
                             100 JERICHO QUADRANGLE
                                JERICHO, NY 11753





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