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                                             CERTIFICATE OF AMENDMENT

                                                        OF

                                           CERTIFICATE OF INCORPORATION

                                                        OF

                                              FARADAY FINANCIAL, INC.


                                           (Pursuant to Section 242 of
                                       the Delaware General Corporation Law)




         The  undersigned,   Eric  W.  Anderson  and  Jack  A.  Thomsen,   being
respectively the President and Secretary of Faraday Financial,  Inc., a Delaware
corporation (the "Corporation"), do hereby certify as follows:

         1. The  Certificate  of  Incorporation  of the  Corporation  is  hereby
amended  pursuant to Section  242(a)(3)  of the General  Corporation  Law of the
State of  Delaware  by  amending  Article  FOURTH  in its  entirety,  to read as
follows:

                           FOURTH:  The total  number  of shares of all  classes
                  which the  Corporation  is authorized to have  outstanding  is
                  Twenty One Million  (21,000,000)  shares of which stock Twenty
                  Million  (20,000,000)  shares in the par value of $.001  each,
                  amounting  in  the  aggregate  of  Twenty   Thousand   Dollars
                  ($20,000)  shall be  common  stock  and of which  One  Million
                  (1,000,000)  shares in the par value of $.001 each,  amounting
                  in the  aggregate to One Thousand  Dollars  ($1,000)  shall be
                  preferred  stock.  The board of  directors  is  authorized  to
                  effect any forward or reverse stock split without the approval
                  of  stockholders.  The rights of  preferred  stock shall be as
                  follows:

                  (1) Series A Non-Convertible  Preferred Stock. There is hereby
                  authorized a series of preferred stock to be designated Series
                  A  Non-Convertible   Preferred  Stock,  having  the  following
                  rights, powers, preferences,  qualifications,  limitations and
                  restrictions.

                           (a)      Number.  The number of shares constituting
the Series A Non-
                  Convertible Preferred Stock shall be One (1) Share.

                           (b)      Dividend Rights.  The holders of Series A
Non-Convertible
                Preferred Stock shall not be entitled to receive any dividends.

                           (c)      Redemption.  The Series A Non-Convertible
 Preferred Stock may
                  not be redeemed.


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                           (d) Liquidation Rights. In the event of any voluntary
                  or involuntary  liquidation,  dissolution or winding up of the
                  Corporation, the holders of Series A Non-Convertible Preferred
                  Stock  shall be  entitled  to  receive  from the assets of the
                  Corporation $1.00 per share, all of which shall be paid or set
                  apart for  payment  before the  payment  or setting  apart for
                  payment of any amount for, or the  distribution  of any assets
                  of  the  Corporation  to,  the  holders  of  common  stock  in
                  connection with such liquidation,  dissolution, or winding up.
                  Each share of Series A  Non-Convertible  Preferred Stock shall
                  rank  on  a  parity   with   each   other   share  of   Series
                  Non-Convertible   Preferred   Stock,   with   respect  to  the
                  respective  preferential amounts fixed for such series payable
                  upon  any  distribution  of  assets  by  way  of  liquidation,
                  dissolution,  or  winding  up of the  Corporation.  After  the
                  payment or the  setting  apart of  payment  to the  holders of
                  Series  Non-Convertible  Preferred  Stock of the  preferential
                  amount so payable to them,  the holders of common  stock shall
                  be entitled to receive,  ratably,  all remaining assets of the
                  Corporation.

                           (e)   Voting   Rights.   The   holders  of  Series  A
                  Non-Convertible Preferred Stock shall vote as a class with the
                  holders of common stock on any matter submitted to the holders
                  of  common  stock.  Holders  of the  Series  A  NonConvertible
                  Preferred  Stock shall be entitled to two million  (2,000,000)
                  votes per share (the "Voting Rights").

                           (A)      Stock Splits and Combinations.  If the
 Corporation shall at any
                                    -----------------------------
                                    time subdivide the outstanding shares of
common stock without an
                                    equivalent subdivision of the Series A
 Non-Convertible Preferred
                                    Stock, the Voting Rights then in effect
immediately before that
                                    subdivision shall be proportionately
increased, and, if the
                                    Corporation shall at any time combine the
 outstanding shares of
                                    common stock without an equivalent
 combination of the Series A
                                    Non-Convertible Preferred Stock, the
Voting Rights then in effect
                                    immediately before that combination shall be
 proportionately
                                    decreased.  Any adjustment under this
 subsection shall become
                                    effective at the close of business on the
 date the subdivision or
                                    combination becomes effective.  A dividend
on any security of the
                                    Corporation payable in common stock of the
Corporation shall be
                                    considered a subdivision of common stock
 for purposes of this
                                    subsection (e)(A) at the close of business
on the record date for the
                                    determination of holders of any security
entitled to receive such
                                    dividend.


                           (B)      Reclassification, Exchange and Substitution.
                                    If the common  stock  shall be changed  into
                                    the same or a different  number of shares of
                                    any other class or classes of stock, whether
                                    by capital reorganization, reclassification,
                                    or otherwise  (other than a  subdivision  or
                                    combination  of shares  provided for above),
                                    the

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                                    Voting Rights of the holders of the Series A
                                    Non-Convertible  Preferred  Stock  shall  be
                                    deemed to apply  with  respect to such class
                                    of stock; provided, however, that the number
                                    of  Voting  Rights  shall  be  increased  or
                                    decreased  proportionately so that they bear
                                    the same  percentage  of voting power to the
                                    total number of shares  outstanding  as they
                                    did  with   respect  to  the  common   stock
                                    immediately    prior    to    the    capital
                                    reorganization,  reclassification,  or other
                                    change.

                           (C)      Reorganizations, Mergers, Consolidations or

 Sale of Assets.  If
                                    --------------------------------------------
                                    at any time there shall be a capital
reorganization of the
                                    Corporation's common stock (other than a
subdivision,
                                    combination, reclassification or exchange of
 shares provided for
                                    elsewhere in this subsection (e) or merger
of the Corporation into
                                    another corporation, or the sale of the
 Corporation's properties and
                                    assets as, or substantially as, an entirety
 to any other person), then,
                                    as a part of such reorganization, merger or
sale, lawful provision
                                    shall be made so that the holders of the
Series A Non-Convertible
                                    Preferred Stock shall thereafter be entitled
 to receive a number of
                                    Voting Rights in proportion to the
percentage of voting power held
                                    with respect to the common stock immediately
 prior to the capital
                                    reorganization or merger or sale of assets.

                           (f) No  Impairment.  The  Corporation  will  not,  by
                  amendment of its Certificate of  Incorporation  or through any
                  reorganization,  recapitalization, transfer of assets, merger,
                  dissolution,  or any other voluntary action,  avoid or seek to
                  avoid the  observance or performance of any of the terms to be
                  observed or performed  hereunder by the Corporation,  but will
                  at all times in good faith  assist in the  carrying out of all
                  the provision of this  subsection (1) and in the taking of all
                  such action as may be  necessary  or  appropriate  in order to
                  protect the Voting  Rights and other  rights of the holders of
                  the  Series  A   Non-Convertible   Preferred   Stock   against
                  impairment.

                           (g)      Conversion Rights.  The Series A
 Non-Convertible Preferred Stock
                  shall not be convertible into common stock or any other class
of shares of the
                  Corporation.

                  (2) Other Series of Preferred Stock. The board of directors is
                  authorized,  subject  to  limitations  prescribed  by law,  to
                  provide for the issuance of the remaining authorized 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 the  qualifications,  limitations  or  restrictions
                  thereof.  The  authority  of the board  with  respect  to each
                  series shall include,  but not be limited to, determination of
                  the following:

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                  (a)      The number of shares constituting that series and the
 distinctive
                           designation of that series;

                  (b)      The  dividend  rate on the  shares  of  that  series,
                           whether  dividends  shall be cumulative,  and, if so,
                           from which date or dates,  and the relative rights of
                           priority,  if any, of payment of  dividends on shares
                           of that series;

                  (c)      Whether  that  series  shall have voting  rights,  in
                           addition to the voting  rights  provided by law, and,
                           if so, the terms of such voting rights;

                  (d)      Whether that series shall have conversion privileges,
                           and,  if  so,  the  terms  and   conditions  of  such
                           conversion, including provision for adjustment of the
                           conversion  rate  in  such  events  as the  Board  of
                           Directors shall determine;

                  (e)      Whether  or not the  shares of that  series  shall be
                           redeemable,  and, if so, the terms and  conditions of
                           such  redemption,  including the date or date upon or
                           after which they shall be redeemable,  and the amount
                           per share payable in case of redemption, which amount
                           may vary under different conditions, and at different
                           redemption dates;

                  (f)      Whether that series shall have a sinking fund for the
                           redemption or purchase of shares of that series, and,
                           if so, the terms and amount of such sinking fund;

                  (g)      The rights of the shares of that  series in the event
                           of voluntary or involuntary liquidation,  dissolution
                           or winding up of the  corporation,  and the  relative
                           rights of  priority,  if any, of payment of shares of
                           that series;

                  (h)      Any   other   relative   rights,    preferences   and
                           limitations of that series, unless otherwise provided
                           by the certificate of determination.

         2. The foregoing  Amendment to the  Certificate  of  Incorporation  was
first authorized by the Board of Directors and subsequently  duly adopted by the
stockholders  by the  written  consent of the  stockholders  holding  all of the
Corporation's  outstanding  stock  entitled to vote thereon in  accordance  with
Section 228 of the General Corporation Law of the State of Delaware.

         3. In accordance with Section 228 of the General Corporation Law of the
State of Delaware,  notice of the authorization and adoption of this Certificate
of Amendment has been promptly given to all  stockholders of the Corporation who
have not consented in writing to this corporate action.

         IN WITNESS  WHEREOF,  the undersigned has executed this  Certificate of
Amendment  as of June __, 1993 and DO HEREBY  CERTIFY,  that the facts stated in
this Certificate of Amendment are true and correct.


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                                                     Eric W. Anderson
                                                     President




                                                     Jack A. Thomsen
                                                     Secretary




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