CERTIFICATE OF AMENDMENT

                                       OF

                        THE CERTIFICATE OF INCORPORATION

                                       OF

                                 COMPLINK, LTD.

                Under Section 805 of the Business Corporation Law




                       OLSHAN GRUNDMAN FROME & ROSENZWEIG
                                 505 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                         ATTN: KENNETH SCHLESINGER, ESQ.

<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       OF
                        THE CERTIFICATE OF INCORPORATION
                                       OF
                                 COMPLINK, LTD.

                Under Section 805 of the Business Corporation Law


         It is hereby certified that:

         FIRST:   The  name  of  the   corporation   is  COMPLINK,   LTD.   (the
"Corporation").

         SECOND:  The certificate of  incorporation of the Corporation was filed
with the  Department  of State on August 1,  1986.  A  Restated  Certificate  of
Incorporation  was filed  with the  Department  of State on March 27,  1992.  An
Amended and Restated  Certificate of Incorporation was filed with the Department
of State on March 9, 1993.

         THIRD:  The Amended and Restated  Certificate of  Incorporation  of the
corporation  is hereby amended by striking out Article FIRST in its entirety and
the following new Article FIRST is substituted in lieu thereof:

                  "FIRST:  The name of the corporation is The Netplex Group,
                  Inc. (hereinafter sometimes called the "corporation")."

         FOURTH:  The Certificate of  Incorporation of the corporation is hereby
further  amended by striking out the first  paragraph  of Article  FOURTH in its
entirety and the following  first  paragraph of Article FOURTH is substituted in
lieu thereof:

                  "FOURTH:  The  total  number  of  shares  of stock  that  this
                  corporation   shall  have  the   authority  to  issue  is  (i)
                  20,000,000  shares of Common Stock,  $.001 par value per share
                  ("Common  Stock"),  and (ii) 2,000,000 shares Preferred Stock,
                  $.01 par value per share ("Preferred Stock")."

         FIFTH:  The previously  outstanding  shares of the Corporation  will be
exchanged for new shares of the corporation on a share-for-share basis.

         SIXTH:  The foregoing  amendments to the  Certificate of  Incorporation
herein  certified  have been duly adopted in accordance  with the  provisions of
Article 8 of the New York Business Corporation Law.

<PAGE>

         IN WITNESS  WHEREOF,  we have  subscribed this document on June 7, 1996
and do hereby  affirm,  under the  penalties  of  perjury,  that the  statements
contained therein have been examined by us and are true and correct.


                                        COMPLINK, LTD.



                                        By:
                                           -----------------------------
                                           Gene Zaino
                                           President



                                        By:
                                           -----------------------------
                                             Neil Luden
                                             Secretary
                                       -2-