STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 12/26/2002
                                                          020799380 - 3089499

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                               PLANETRX.COM, INC.
                         (Pursuant to Section 242 of the
                      General Corporation Law of Delaware)

     PLANETRX.COM,  INC., a  corporation  organized  and  existing  under and by
virtue of the provisions of the General Corporation Law of the State of Delaware
(the "Corporation"), DOES HEREBY CERTIFY:

     FIRST:  That the name of this  Corporation is  PLANETRX.COM,  INC. and that
this Corporation was originally  incorporated under the name PRX Holdings,  Inc.
pursuant to the General Corporation Law on the 27th day of August, 1999.

     SECOND:  The Restated  Certificate of  Incorporation  of the Corporation is
hereby  amended to (i) change the name of the  Corporation,  (ii)  increase  the
number of shares of Common Stock that the  Corporation  shall be  authorized  to
issue, and (iii) permit stockholder action by written consent.

     THIRD:  ARTICLE  I of the  Restated  Certificate  of  Incorporation  of the
Corporation is hereby amended, in its entirety to read as follows:

                                   "ARTICLE I

     The name of this corporation is Paragon Financial Corporation"

     FOURTH:  The first  paragraph of ARTICLE IV of the Restated  Certificate of
Incorporation  of the Corporation is hereby amended,  in its entirety to read as
follows:

     "This  corporation  is  authorized  to  issue  two  classes  of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total number
of shares of that this  corporation  is authorized to issue to four hundred five
million (405,000,000) shares. Four hundred million (400,000,000) shares shall be
Common Stock,  par value $.0001 per Share, and five million  (5,000,000)  shares
shall be Preferred Stock, par value $.0001 per share."

     FIFTH:  ARTICLE VIII of the Restated  Certificate of  Incorporation  of the
Corporation is hereby amended, in its entirety to read as follows:

                                  "ARTICLE VIII

     If action is to be taken by the  stockholders of the corporation  without a
meeting, then the written consent of the holders of all of the shares of capital

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stock  entitled  to vote on such action  shall be required to take such  action,
unless  the  action  has  been  authorized  by the  Board  of  Directors  of the
corporation,  in which case the written consents of the holders of not less than
a majority of the shares of capital stock  entitled to vote on such action shall
be required to take such action."

     SIXTH:  The  foregoing   amendments  were  duly  adopted  and  approved  in
accordance with the provisions of Section 242 of the General  Corporation Law of
the State of Delaware:

     IN  WITNESS  WHEREOF,   this  Certificate  of  Amendment  of  the  Restated
Certificate of Incorporation has been executed by the Chief Executive Officer of
this Corporation on this 26th day of December, 2002.

                                             PLANETRX.COM, INC.

                                              By: /s/ Steven A. Burleson
                                                 -----------------------------
                                                 Steven A. Burleson
                                                 Chief Executive Officer