CERTIFICATE OF AMENDMENT
                                       TO
                        THE CERTIFICATE OF INCORPORATION
                                       OF
                              CONTESSA CORPORATION


      Contessa  Corporation,  a corporation  organized and existing under and by

virtue  of  the  General   Corporation   Law  of  the  State  of  Delaware  (the

"Corporation"), does hereby certify as follows:

      FIRST:    That the Certificate of  Incorporation  of the  Corporation  was
      -----
originally  filed with the Office of the  Secretary  of the State of Delaware on
March 7, 1996 (the "Certificate").

      SECOND:  That Article FIRST of the  Certificate is hereby amended to read,
      ------
in its entirety, as follows:

            "FIRST:  The name of the Corporation is Fullcomm Technologies, Inc."
               -----

      THIRD:   That the  aforesaid  amendment  was duly  adopted by the Board of
      -----
Directors  and the  stockholders  of the  Corporation  in  accordance  with  the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

                                   * * * * * *



<PAGE>

      IN WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Amendment to the  Certificate  to be signed by its duly elected Chief  Executive
Officer on this  20  day of June, 2000.
                ----

                                       By: /s/ Howard M. Weinstein
                                           ------------------------------------
                                       Name:  Howard M. Weinstein
                                       Title: Chief Executive Officer



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