<DOCUMENT>
<TYPE>EX-3.1.2
<SEQUENCE>4
<FILENAME>v176251_ex3-12.txt
<TEXT>


                                                                   Exhibit 3.1.2

                            CERTIFICATE OF AMENDMENT

                                     to the

                      RESTATED CERTIFICATE OF INCORPORATION

                                       of

                         JEAN PHILIPPE FRAGRANCES, INC.

                PURSUANT TO THE DELAWARE GENERAL CORPORATION LAW

             Jean Philippe Fragrances, Inc. hereby certifies that:

         A. The name of the Corporation is Jean Philippe Fragrances, Inc. (the
"Corporation"), and its original Certificate of Incorporation was filed with the
Secretary of State of Delaware on May 6, 1985.

         B. The Restated Certificate of Incorporation is hereby amended to
increase the number of actual shares from twenty million (20,000,000) to
twenty-one million (21,000,000), by striking out Article FOURTH in its entirety,
and substituting in lieu thereof the new Article FOURTH as follows:


                  "FOURTH: The aggregate number of shares which the Corporation
shall have authority to issue is twenty-one million (21,000,000) shares
consisting of twenty million (20,000,000) shares, designated as Common Stock, at
par value of $.001 per share, and one million (1,000,000) shares, designated as
Preferred Stock, at a par value of $.001 per share.

           (1) COMMON STOCK.

               (a) DIVIDENDS. The holders of shares of Common Stock shall be
entitled to receive, when and as declared by the Board of Directors, out of the
assets of the Corporation legally available therefor, such dividends as may be
declared from time to time by the Board of Directors.

               (b) LIQUIDATION. Subject to the rights of any other

                                       1


<PAGE>

class or series of stock, the holders of shares of Common Stock shall be
entitled to receive all the assets of the Corporation available for distribution
to shareholders in the event of the voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, ratably, in proportion to the
number of shares of Common Stock held by them. Neither the merger or
consolidation of the Corporation into or with any other corporation, nor the
merger or consolidation of any other corporation into or with the Corporation,
nor the sale, lease, exchange or other disposition (for cash, shares of stock,
securities or other consideration) of all or substantially all the assets of the
Corporation shall be deemed to be a dissolution, liquidation or winding up,
voluntary or involuntary, of the Corporation.

               (c)  REDEMPTION. Common Stock shall not be subject to redemption.

               (d) Voting. Subject to the rights of any other class or series of
stock and the provisions of the laws of the State of Delaware governing business
corporations, voting rights shall be vested exclusively in the holders of Common
Stock. Each holder of Common Stock shall have one vote in respect of each share
of such stock held.

           (2)  PREFERRED STOCK.

         The Preferred Stock may be issued, from time to time, in one or more
series, with such designations, preferences and relative, participating,
optional or other rights, qualifications, limitations or restrictions thereof as
shall be stated and expressed in the resolution or resolutions providing for the
issue of such series which shall be adopted by the Board of Directors from time
to time, pursuant to the authority herein given, a copy of which resolution or
resolutions shall have been set forth in a Certificate made, executed,
acknowledged, filed and recorded in the manner required by the laws of the State
of Delaware in order to make the same effective. Each series shall consist of
such number of shares as shall be stated and expressed in such resolution or
resolutions providing for the issuance of the stock of such series. All shares
of any one series of Preferred Stock shall be alike in every particular. The
authority of the Board of Directors with respect to each series shall include,
but not be limited to, determination of the following:


               (a) the number of shares constituting that series and the
distinctive designation of that series;

               (b) whether the holders of shares of that series

                                       2
<PAGE>


shall be entitled to receive dividends and, if so, the rates of such dividends,
conditions under which and times such dividends may be declared or paid, any
preference of any such dividends to, and the relation to, the dividends payable
on any other class or classes of stock or any other series of the same class and
whether dividends shall be cumulative or noncumulative and, if cumulative, from
which date or dates;


         (c) whether the holders of shares of that series shall have voting
rights in addition to the voting rights provided by law and, if so, the terms of
such voting rights;

         (d) whether shares of that series shall have conversion or exchange
privileges into or for, at the option of either the holder or the Corporation or
upon the happening of a specified event, shares of any other class or classes or
of any other series of the same or other class or classes of stock of the
Corporation and, if so, the terms and conditions of such conversion or exchange,
including provision for adjustment of the conversion or exchange rate in such
events as the Board of Directors shall determine;

         (e) whether shares of that series shall be redeemable and, if so, the
terms and conditions of such redemption, including the date or 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 shares of that series shall be subject to the operation of
a retirement or sinking fund and, if so subject, the extent to and the manner in
which it shall be applied to the purchase or redemption of the shares of that
series, and the terms and provisions relative to the operation thereof;

         (g) the rights of shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the Corporation and any
preference of any such rights to, and the relation to, the rights in respect
thereto of any class or classes of stock or any other series of the same class;
and

         (h) whether shares of that series shall be subject or entitled to any
other preferences, and the other relative, participating, optional or other
special rights and qualifications, limitations or restrictions of shares of that
series and, if so, the terms thereof."

         C. The foregoing Amendment to the Restated Certificate of Incorporation
of the Corporation was authorized pursuant to Section

                                       3

<PAGE>



141(b) of the Delaware Corporation Law by the affirmative vote of a majority of
the Board of Directors of the Corporation present at a meeting at which a quorum
was present followed by the affirmative vote of a majority of all of the
outstanding shares Common Stock of the Corporation entitled to vote on the said
Amendment to the Restated Certificate of Incorporation at a meeting at which a
quorum was present pursuant to Section 242 of the Delaware General Corporation
Law.

         D. This Certificate of Amendment to the Restated Certificate of
Incorporation shall be effective upon the filing of same with the Secretary of
State of Delaware.

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<PAGE>


          IN WITNESS WHEREOF, we have subscribed this document on the date set
forth below and do hereby affirm, under the penalties of perjury, that the
statements contained therein have been examined by us and are true and correct.


Dated:  July 31, 1992
                                               /s/ Jean Madar
                                               ---------------------
                                               Jean Madar, President



                                               /s/ Neil Fogel
                                               ---------------------
                                               Neil Fogel, Assistant Secretary




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