CERTIFICATE OF AMENDMENT TO

                         CERTIFICATE OF INCORPORATION OF

                      EDUCATIONAL VIDEO CONFERENCING, INC.


          Pursuant to Section 242 of the General Corporation Law of the State of
Delaware  (the  "GCL"),   Educational  Video  Conferencing,   Inc.,  a  Delaware
corporation (the "Corporation"), does hereby certify as follows:

     1. The Certificate of  Incorporation  is amended by striking Article FOURTH
and inserting in lieu thereof the following:

          "FOURTH:  The total number of shares of all classes of stock which the
     Corporation shall have authority to issue is 21,000,000 shares,  consisting
     of:

          (a) 20,000,000 shares of common stock, par value $0.0001; and

          (b) 1,000,000 shares of preferred stock, par value $0.0001.

          The Board of Directors of the  Corporation  (the "Board") is expressly
     authorized to fix by resolution or  resolutions  the  designations  and the
     powers  (including  voting  powers),   preferences  and  rights,   and  the
     qualifications,  limitations,  or restrictions  permitted by Section 151 of
     the  General  Corporation  Law of the State of  Delaware  in respect of any
     class  or  classes  of  stock or any  series  of any  class of stock of the
     Corporation  which  may be  desired  but  which  shall not be fixed by this
     Certificate of Incorporation. Such grant of authority includes the power to
     specify the number of shares in any series.

          At the effective time (the  "Effective  Time") of this  Certificate of
     Amendment,  all outstanding shares of the Corporation's  common stock shall
     be automatically  combined at the rate of one-for-two (the "Reverse Split")
     without  the  necessity  of any  further  action on the part of the holders
     thereof or the Corporation;  provided, however, that the Corporation shall,
     through its transfer agent, exchange certificates representing common stock
     outstanding  immediately prior to the Reverse Split (the "Existing Common")
     for new  certificates  representing  the  appropriate  number  of shares of
     common stock resulting from the Reverse Split ("New Common"). No fractional
     shares, but only whole shares of New Common,  shall be issued to any holder
     of any number of shares  which,  when divided by two,  does not result in a
     whole number. In lieu of any fractional share, the Corporation has arranged
     for  its  transfer  agent  to  issue  one  additional  full  share  of  the
     Corporation's common stock.

          The par value of the common stock shall  remain as otherwise  provided
     in this Article FOURTH and shall not be modified as a result of the Reverse
     Split. From and after the Effective Time, certificates  representing shares
     of Existing Common shall represent only the right of the holders thereof to
     receive  New Common,  including,  as provided  herein,  for any  fractional
     shares of Existing Common.

                                      - 1 -

<PAGE>

     
          From and after the  Effective  Time,  the term "New Common" as used in
     this Article FOURTH shall mean common stock as provided in this Certificate
     of Incorporation."

     2. The Certificate of  Incorporation  is amended by striking  Article SIXTH
and inserting in lieu thereof the following:

          "SIXTH: The number of directors constituting the entire Board shall be
     as fixed  from  time to time by vote of a  majority  of the  entire  Board;
     provided,  however, that the number of directors shall not be reduced so as
     to shorten the term of any  director at the time in office,  and,  provided
     further,  that the number of directors  constituting the entire Board shall
     be five until otherwise fixed by a majority of the entire Board.

          The Board  shall be divided  into three  classes,  as nearly  equal in
     number as the then total number of directors  constituting the entire Board
     permits, with the term of office of one class expiring each year.

          At the first annual  meeting of  stockholders  following the Effective
     Time, the terms of office of the directors of the first class shall expire.
     At the second annual meeting of stockholders  following the Effective Time,
     the terms of office of the directors of the second class shall  expire.  At
     the third annual meeting of stockholders  following the Effective Time, the
     terms of office of the  directors  of the third  class  shall  expire.  Any
     vacancies in the Board for any reason, and any directorships resulting from
     any increase in the number of directors, may be filled by the Board, acting
     by a majority of the directors then in office, although less than a quorum,
     and any  directors so chosen  shall hold office until the next  election of
     the class for which such  directors  shall have been chosen and until their
     successors  shall be elected and qualified.  Subject to the  foregoing,  at
     each  annual  meeting  of  stockholders,  the  successors  to the  class of
     directors  whose term shall then expire shall be elected to hold office for
     a term expiring at the third succeeding annual meeting."

          Any director may be removed,  with or without cause, by the holders of
     66-2/3% of the shares then  entitled to vote at any election of  directors.
     Such removal may not be effected by written consent of stockholders."

     3. The Certificate of  Incorporation is amended by striking Article TWELFTH
and inserting in lieu thereof the following:

          "TWELFTH:  The Corporation  expressly elects to be governed by Section
     203 of the General Corporation Law of the State of Delaware."

     4. By the  resolution  duly  adopted  by the  Board  by  unanimous  written
consent,  the foregoing amendments were declared to be advisable and directed to
be submitted for the  consideration  of the  stockholders  of this  Corporation,
pursuant  to Section  242 of the GCL,  and,  thereafter,  such  amendments  were
approved  by written  consent of the  holders of a majority  of the  outstanding
stock entitled to vote thereon and prompt notice was given,  pursuant to Section
228 of the GCL,  to those  stockholders  of this  Corporation  entitled  to vote
thereon who did not so approve such amendments by written consent.

                                      - 2 -


<PAGE>



     5. The Effective Time of this  Certificate  of Amendment  shall be the date
and hour of its filing by the Secretary of State of Delaware.


          IN WITNESS  WHEREOF,  the Corporation  has caused this  Certificate of
Amendment  to  its  Certificate  of  Incorporation  to  be  executed  by a  duly
authorized officer this 22 day of February, 1999.




                                   /s/ DR. AROL I. BUNTZMAN
                                   ---------------------------------------------
                                   Dr. Arol I. Buntzman, Chairman
                                   and Chief Executive Officer

                                      - 3 -