<PAGE>
                            CERTIFICATE OF AMENDMENT
                                       to
                            ARTICLES OF INCORPORATION
                                       of
                                 EBONLINEINC.COM
                             (a Nevada Corporation)


     EBONLINEINC.COM,  a corporation  organized and existing under and by virtue
of the  General  Corporation  Law of Nevada  (the  "Corporation"),  DOES  HEREBY
CERTIFY THAT:

     A. The Board of Directors (the "Board") of the Corporation by the unanimous
written  consent  of its  members,  filed with the  minutes  of the Board,  duly
adopted a resolution  setting forth a proposed  amendment to the  Certificate of
Incorporation  of the Corporation in order to change the name of the Corporation
from  EBONLINEINC.COM  to  EBonlineinc.com,   declaring  such  amendment  to  be
advisable and directing that the proposal be placed before the  stockholders  of
the  Corporation for  consideration  thereof.  The resolution  setting forth the
proposed amendment is as follows:

     RESOLVED,  that it is advisable that the  Corporation  change its name from
EBONLINEINC.COM to  "EBonlineinc.com"  and that Article FIRST of the Certificate
of Incorporation of the Corporation,  as amended to the date hereof,  be amended
to provide as follows:

            "FIRST.  The name of this corporation is EBonlineinc.com."

     B. Other than the change  described  above,  there are no amendments to the
Certificate of Incorporation.

     C.  Pursuant to  resolution of the  Corporation's  Board of Directors,  the
foregoing  Certificate of Amendment was duly approved by affirmative vote of the
holders of a majority of the  Corporation's  5,500,000  shares of capital  stock
issued and  outstanding  and  entitled to vote on the  proposed  amendment,  and
therefore   sufficient  for  approval,   all  in  accordance  with  the  General
Corporation  Law of Nevada and the existing  Certificate  of  Incorporation  and
by-laws of the Corporation.

     D. This  amendment  was duly adopted in accordance  with the  provisions of
Section 78.390 of the General Corporation Law of Nevada.


<PAGE>





     IN  WITNESS  WHEREOF,   EBONLINEINC.COM  has  caused  this  Certificate  of
Amendment to be signed by its President,  and attested by its  Secretary,  as of
the date below.

DATED:  July 19, 1999               EBONLINEINC.COM



                                    By: /s/ Martin A. Sumichrast
                                    ---------------------------------
                                    Name:   Martin A. Sumichrast
                                    Title:  President

Attest:

By: /s/ Kevin D. McNeil
------------------------------
Name:   Kevin D. McNeil
Title:  Secretary

                                ACKNOWLEDGEMENTS


STATE OF                )
                        )  ss:
COUNTY OF               )


I HEREBY CERTIFY that before me, a Notary Public duly commissioned and qualified
in and for the  above  jurisdiction,  personally  came and  appeared  MARTIN  A.
SUMICHRAST,  the  President  of  EBONLINEINC.COM,  who after  being  duly  sworn
declared that he executed the foregoing Certificate of Amendment as his free act
and deed and that the statements therein set forth are true and correct.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal on July 19, 1999.





                                    /s/ Robin Ketchem Maes
                                    ----------------------------------
                                    Notary Public
                                    My Commission Expires:


<PAGE>



STATE OF                )
                        )  ss:
COUNTY OF               )


     I HEREBY  CERTIFY  that before me, a Notary  Public duly  commissioned  and
qualified in and for the above jurisdiction,  personally came and appeared Kevin
D. McNeil, the Secretary of EBONLINEINC.COM, who after being duly sworn declared
that he executed the foregoing Certificate of Amendment as his free act and deed
and that the statements therein set forth are true and correct.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal on July 19, 1999.




                                    /s/ Susan McAvoy
                                    ----------------------------------
                                    Notary Public
                                    My Commission Expires: