CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                        DIGITAL DESCRIPTOR SYSTEMS, INC.

The  undersigned,  being the Chief  Executive  Officer and  Secretary of Digital
Descriptor Systems,  Inc., a corporation existing under the laws of the State of
Delaware, does hereby certify under the seal of the said corporation as follows:

      1.    The  name  of  the  Corporation  (hereinafter  referred  to  as  the
            "Corporation")  is  Digital  Descriptor  Systems,  Inc.  The date of
            filing the original  Certificate of Incorporation with the Secretary
            of State of Delaware  was June 13,  1994.  The date of the filing of
            the Restated  Certificate of Incorporation with the Secretary of the
            State of  Delaware  was July 1, 1997.  The date of the filing of the
            First  Certificate of Amendment to the Certificate of  Incorporation
            with the Secretary of the State of Delaware was February 2, 1999.

      2.    The  certificate  of  incorporation  of the  Corporation  is  hereby
            amended by  replacing  Article  Fourth,  in its  entirety,  with the
            following:

      "The total number of shares of stock which the  corporation  is authorized
      to issue is Ten Billion  (10,000,000,000),  of which  stock Nine  Billion,
      Nine  Hundred and Ninety Nine  Million  (9,999,000,000)  shares of the par
      value of $0.001  each  shall be  Common  Stock,  and of which One  Million
      (1,000,000)  shares of the par  value of one cent  ($0.01)  each  shall be
      Preferred  Stock.  Preferred  Stock may be issued from time to time (1) in
      one or more series, with such distinctive serial designations; and (2) may
      have such voting powers, full or limited, or may be without voting powers;
      and (3) may be  subject  to  redemption  at such time or times and at such
      prices;  and  (4) may be  entitled  to  receive  dividends  (which  may be
      cumulative or  noncumulative)  at such rate or rates, on such  conditions,
      and at such times and payable in  preference  to, or in such  relation to,
      the dividends  payable on any other class or classes of stock; and (5) may
      have such  rights upon  dissolution  of, or upon any  distribution  of the
      assets  of the  corporation;  and  (6) may be made  convertible  into,  or
      exchangeable  for,  shares of any other  class or  classes or of any other
      series  of the  same  or any  other  class  or  classes  of  stock  of the
      corporation,  at such  price or prices or at such rates of  exchange,  and
      with  such   adjustments;   and  (7)  shall  have  such  other   relative,
      participating,  optional  and other  special  rights  and  qualifications,
      limitations or restrictions  thereof, all as shall hereafter be stated and
      expressed in the resolution or resolutions providing for the issue of such
      preferred  stock  from  time to time  adopted  by the  Board of  Directors
      pursuant  to  authority  to do so which is  hereby  vested in the Board of
      Directors.

      The total  number of shares of stock of each class  which the  Corporation
      shall  have  authority  to issue and the par  value of each  share of each
      class of stock are as follows:

                  Class             Par Value                 Authorized Shares
                  -----             ---------                 -----------------

                  Common            $0.001                    9,999,000,000
                  Preferred         $0.01                         1,000,000
                                                              -------------

                  Totals:                                     10,000,000,000"

      3.    The amendment of the certificate of  incorporation  herein certified
            has been  duly  adopted  by the  unanimous  written  consent  of the
            Corporation's  Board of  Directors  and the holders of a majority of
            the  Corporation's  outstanding  common stock in accordance with the
            provisions  of  Sections   141(f),   228  and  242  of  the  General
            Corporation Law of the State of Delaware.

      IN WITNESS  WHEREOF,  the  Corporation has caused its corporate seal to be
hereunto  affixed  and  this  Certificate  of  Amendment  of  the  Corporation's
Certificate of Incorporation,  as amended,  to be signed by Anthony Shupin,  its
Chief Executive Officer and its Secretary, this 24th day of June, 2004.

                                           DIGITAL DESCRIPTOR SYSTEMS, INC.

                                          By:  /S/ Anthony Shupin
                                               ---------------------------------
                                               Anthony Shupin, Chief Executive
                                               Officer and Secretary