CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                      LAS VEGAS ENTERTAINMENT NETWORK, INC.
                             A Delaware corporation



         Las Vegas  Entertainment  Network,  Inc., a  corporation  organized and
existing  under  and by virtue of the  General  Corporation  Law of the State of
Delaware, DOES HEREBY CERTIFY:

         FIRST:  that  a  meeting  of  the  Board  of  Directors  of  Las  Vegas
Entertainment  Network,  Inc.  Resolutions  were duly  adopted,  setting forth a
proposed  amendment of the  Certificate of  Incorporation  of said  corporation,
declaring  said  amendment to be advisable and calling for a special  meeting of
the stockholders of said corporation for consideration  thereof.  The resolution
setting forth the proposed amendment is as follows:

"RESOLVED that the Certificate of  Incorporation  of this corporation be amended
by changing  the Article  thereof  number  "Fourth"  so that,  as amended,  said
Article shall be and read as follows:

"FOURTH,  the total number of shares of Common Stock which the corporation shall
have authority to issue is ____________  shares,  and the par value of each such
share is $.02 per share.  Each  share of Common  Stock  outstanding  immediately
prior to the filing of this  Certificate of Amendment shall be reclassified  and
changed into  one-twentieth  (1/20) of one issued and outstanding  share, with a
par value of $.02 per share."

         SECOND:  That  thereafter,  pursuant  to  resolution  of its  Board  of
Directors,  a special meeting of the  stockholders of said  corporation was duly
called and held,  upon  notice in  accordance  with  section  222 of the General
Corporation Law of the State of Delaware,  at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.

     THIRD:  That  said  amendment  was  duly  adopted  in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

     FOURTH:  That the capital of said corporation shall not be reduced under or
by reason of said
amendment.

     IN WITNESS WHEREOF, Las Vegas Entertainment  Network,  Inc. has caused this
certificate to be signed by Joseph A. Corazzi, its Chairman, and Carl A. Sambus,
its Secretary, this 19th day of October 1998.

                             LAS VEGAS ENTERTAINMENT NETWORK, INC
 .


                             By:      \s\ Joseph A. Corazzi
                                      Chairman


                             Attest:  \s\ Carl A. Sambus
                                      Secretary




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                            UNANIMOUS WRITTEN CONSENT
                                       OF
                             THE BOARD OF DIRECTORS
                                       OF
                      LAS VEGAS ENTERTAINMENT NETWORK, INC.


         The undersigned,  being all of the directors of Las Vegas Entertainment
Network,  Inc., a Delaware  corporation (the  "Corporation) do hereby consent to
and adopt the  following  resolutions  by  written  consent,  without a meeting,
pursuant  to  Section  141(f)  of the  General  Corporation  Law of the State of
Delaware and the Bylaws of the Corporation.

         WHEREAS,  the Board of Directors of the  Corporation  (the "Board") has
previously  authorized  a reserve  split in the  shares  of Common  Stock of the
Corporation (the "Reverse  Split"),  the precise split ratio to be determined by
the Board in its discretion, up to one-for-twenty (1-for-2-); and

         WHEREAS, the Reserve Split was previously submitted to the stockholders
of the  Corporation  for their  approval  and was  approved by a majority of the
outstanding shares entitled to vote thereon at a special meeting held on October
16, 1998; and

         WHEREAS,  the Board deems it advisable  and in the best interest of the
Corporation and its  stockholders  that the Certificate of  Incorporation of the
Corporation   be  amended  so  as  to  effect  the  Reverse  Stock  Split  on  a
one-for-twenty (1-for-20) basis and to set a record date therefor;

         NOW THEREFORE, BE IT RESOLVED, that the Certificate of Incorporation of
the Corporation be amended by changing the Article thereof numberd ("Fourth") so
that, as amended, said Article shall be and read as follows:

             "FOURTH,  the total  number of  shares  of Common  Stock  which the
             corporation  shall  have  authority  to  issue  is  2,500,000  (Two
             Million,  Five Hundred Thousand) shares,  $.02 par value per share.
             Each share of Common Stock  outstanding  at theclose of business on
             November  2,  1998,   shall  be   reclassified   and  changed  into
             one-twentieth  (1/20) of one issued and outstanding share, $.02 par
             value per share;  provided,  however,  that any  fractional  shares
             resulting from such reclassification shall be converted solely into
             the  right  to  receive,   upon   surrender  of  the   certificates
             representing  same,  an  amount  in cash  equal to the  fair  value
             thereof, determined... (to come)."

         FURTHER RESOLVED,  that the appropriate officers of the Corporation are
hereby  authorized  and  directed  to  execute,  ackhnowledge  and file with the
Secretary  of State of the State of Delaware a  Certificate  of Amendment to the
Corporation's   Certificate  of  Incorporation,   setting  forth  the  foregoing
resolutions,  and to make such  other  filings  with any other  governmental  or
regulatory  agencies,  and to take such other actions, as they deem necessary or
advisable  in  order to  carry  out the  intent  of the  foregoing  resolutions;
provided,  however,  that  notwithstanding  the  authorization  of the foregoing
resolutions by the  stockholders of the  Corporation,  the Board may abandon the
proposed amendment at any time prior to the filing thereof with the Secretary of


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     State of the State of Delaware  without  further  action or approval by the
stockholders of the


<PAGE>


Corporation; and

         FURTHER RESOLVED,  that whenever  certificates  representing  shares of
common stock of the  corporation  outstanding  prior to the close of business on
November 2, 1998,  shall be submitted to the transfer agent for the Corporation,
the  transfer  agent shall  issue new  certificates  representing  one-twentieth
(1/20)  of the  number  of shares  of  common  stock  submitted,  in a number in
accordance with the foregoing resolutions.

         This  Unanimous  Written  Consent  may be  executed  in any  number  of
counterparts,  all of which  together  shall be  deemed to  constitute  a single
instrument.

         IN WITNESS  WHEREOF,  the  undersigned  have  executed  this  Unanimous
Written Consent as of this 19th day of October 1998.



                           By:      \s\ Joseph A. Corazzi

                           By:      \s\ Carl A. Sambus

                           By:      \s\ Paul Whitford

                           By:      \s\ Jefferson Simmons







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