EXHIBIT 3


                           CERTIFICATE OF AMENDMENT
                                      OF
                         CERTIFICATE OF INCORPORATION
                                      OF
                                AIM GROUP, INC.


      The undersigned, being the President and Secretary, respectively, of AIM
Group, Inc. (the "Corporation") DO HEREBY CERTIFY as follows:

1.    The name of the Corporation is AIM Group, Inc.

2.    The Certificate of Incorporation of the Corporation is hereby amended to
effect a one (1) for  three  (3)  reverse  split  of all of the  Corporation's
issued common stock, par value $.01 per share (the "Common  Stock"),  whereby,
automatically upon the filing of this Amendment with the Secretary of State of
the State of Delaware,  each three (3) issued  shares of Common Stock shall be
changed into one (1) share of Common Stock, and, in that connection, to reduce
the stated capital of the Corporation.

3.    In order to effectuate the amendment set forth in Paragraph 2 above:

      (a) All of the Corporation's  issued Common Stock, having a par value of
      $.01 per share,  is hereby  changed into new Common Stock,  having a par
      value of $.01 per  share,  on the  basis of one (1) new  share of Common
      Stock for each three (3) shares of Common Stock issued as of the date of
      filing  of the  Amendment  with the  Secretary  of State of the State of
      Delaware;  provided,  however, that no fractional shares of Common Stock
      shall be issued  pursuant  to such  change.  The number of new shares of
      Common Stock issued to each  shareholder who would otherwise be entitled
      to a fractional  share as a result of such change shall be rounded up to
      the nearest whole new share in lieu of a fractional share;


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      (b) The  Corporation's  12,000,000  authorized  shares of Common  Stock,
      having a par value of $.01 per share, shall not be changed;

      (c) The  Corporation's  1,000,000  authorized shares of preferred stock,
      having a par value of $1.00 per share, shall not be changed; and

      (d) The Corporation's stated capital shall be reduced by an amount equal
      to the aggregate par value of the shares of Common Stock issued prior to
      the  effectiveness  of this Amendment  which, as a result of the reverse
      split provided for herein, are no longer issued shares of Common Stock.

4.    The  foregoing  Amendment of the  Certificate  of  Incorporation  of the
Corporation  has been duly adopted by  Corporation's  Board of  Directors  and
stockholders  in accordance with the provisions of Section 242 of the Delaware
General Corporation Law.


IN WITNESS WHEREOF,  the undersigned have subscribed this document on the date
set forth below.

Dated: August 19, 1998          AIM GROUP, INC.

                                By: /s/PAUL R. ARENA
                                    ----------------
                                    Paul R. Arena
                                    President

                                By: /s/LEIGH S. ZOLOTO
                                    -------------------
                                    Leigh S. Zoloto
                                    Secretary

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