CERTIFICATE OF
                                AMENDMENT OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                                IVOICE.COM, INC.

          UNDER SECTION 242 OF THE GENERAL CORPORATION LAW OF DELAWARE

                                    * * * * *

            The undersigned, being President and Chief Executive Officer of
iVoice.com, Inc., a Delaware corporation (the "Corporation"), hereby certifies
that:

                        (a)   The name of the Corporation is iVoice.com, Inc.

                        (a)   The date the Certificate of Incorporation was
                              filed by the Department of State was October 20,
                              1989.

                        (a)   The amendment of the Corporation's Certificate of
                              Incorporation effected by this Certificate of
                              Amendment is as follows:

1.    The Certificate of Incorporation of the Corporation is hereby amended
      pursuant to the authorization of the Board of Directors of the
      Corporation, so as to change the name of the Corporation and to accomplish
      said amendment, paragraph "FIRST" of the Certificate of Incorporation is
      hereby deleted in its entirety and the following is substituted in lieu
      thereof:

           "FIRST: The name of this corporation shall be: iVoice, Inc.

      The foregoing amendment of the Corporation's Certificate of Incorporation
      was adopted by the Board of Directors of the Corporation (the "Board")
      through unanimous written consent in lieu of meeting on June 6, 2001 and
      approved and ratified by the Corporation's shareholders through the
      written consent in lieu of meeting of more than fifty percent of the total
      voting shares of the Company on July 18, 2001.

1.    The Certificate of Incorporation of the Corporation is hereby amended
      pursuant to the authorization of the Board of Directors of the
      Corporation, so as to increase the number of authorized Class A and Class
      B Common Stock Shares and to revise the par value of the Class A Common
      Stock Shares, and so as to authorize the issuance of preferred stock, to
      accomplish said amendment, Section 1 of Article IV of the Certificate of
      Incorporation is deleted and replaced in its entirety as set forth below
      and Section 5 of Article IV of the Certificate of Incorporation is hereby
      added as set forth below. The revised and new sections of Article IV read
      as follows:

<PAGE>

                                   Article IV

            Section 1. The capital stock of this Corporation shall consist of
            common stock and preferred stock. The common stock shall be divided
            into two classes as follows: six hundred million (600,000,000)
            shares of Class A General Corporation Law of Delaware and three
            million (3,000,000) shares of Class B General Corporation Law of
            Delaware. The par value of the Class A Common Stock shall be $.001
            per share and the par value of the Class B Common Stock shall be
            $.01. With respect to all matters upon which shareholders are
            entitled to vote or to which shareholders are entitled to give
            consent, the holders of the outstanding shares of Class A Common
            Stock and Class B Common Stock shall vote together without regard to
            class, except as to those matters on which separate class voting is
            required by applicable law. Every holder of outstanding shares of
            Class A Common Stock shall be entitled on each matter to cast one
            (1) vote in person or by proxy for each share of the Class A Common
            Stock standing in his, her or its name, and every holder of the
            outstanding shares of the Class B Common Stock shall be entitled on
            each matter to cast one hundred (100) votes in person or by proxy
            for each share of the Class B Common Stock standing in his, her or
            its name. There shall be no cumulative voting by shareholders. No
            dividends shall be declared or paid on the Class B General
            Corporation Law of Delaware. No funds shall be paid on the Class B
            General Corporation Law of Delaware upon liquidation. The Preferred
            Stock shall consist of one million (1,000,000) shares of Preferred
            Stock with a stated par value of $1.00 per share.

                                   Article IV

            Section 5. Preferred Stock.

            (A)   Issuance, Designations, Powers, Etc.

                  The Board of Directors expressly is authorized, subject to
            limitations prescribed by the General Corporation Law of Delaware
            and the provisions of this Certificate of Incorporation, to provide,
            by resolution and by filing an amendment to the Certificate of
            Incorporation pursuant to the General Corporation Law of Delaware,
            for the issuance from time to time of the shares of Preferred Stock
            in one or more series, to establish from time to time the number of
            shares to be included in each series, and to fix the designation,
            powers, preferences and other rights of the shares of each such
            series and to fix the qualifications, limitations and restrictions
            thereon, including, but without limiting the generality of the
            foregoing, the following:

            (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

<PAGE>

            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 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
            provisions 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 dates 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; and

            (h) any other relative powers, preferences and rights of that
            series, and qualifications, limitations or restrictions on that
            series.

      (B)   Dissolution, Liquidation, Winding Up.

            In the event of any liquidation, dissolution or winding up of the
            Corporation, whether voluntary or involuntary, the holders of
            Preferred Stock of each series shall be entitled to receive only
            such amount or amounts as shall have been fixed by the certificate
            of designations or by the resolution or resolutions of the Board of
            Directors providing for the issuance of such series.

The foregoing amendment of the Corporation's Certificate of Incorporation was
adopted by the Board of Directors of the Corporation (the "Board") through
unanimous written consent in lieu of meeting on June 6, 2001 and approved and
ratified by the Corporation's shareholders through the written consent in lieu
of meeting of more than fifty percent of the total voting shares of the Company
on July 18, 2001.

<PAGE>

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of
the Certificate of Incorporation to be executed by a duly authorized officer on
August 17, 2001.

                                        iVoice.com, Inc.


                                    By: ______________________________________
                                        Jerome Mahoney
                                        President and Chief Executive Officer