

                                                                 EXHIBIT 3.1(b)

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                              NORTHEAST (USA) Corp.

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NORTHEAST  (USA)  CORP.,  a Delaware  corporation  (the  "Corporation"),  hereby
certifies as follows:

1.  The name of the Corporation is Northeast (USA) Corp.

2.  The board of  directors  of the  Corporation,  at a meeting  held on  August
5, 1999,  adopted  a  resolution proposing and declaring advisable the following
amendment to the Certificate of Incorporation of the Corporation:

         RESOLVED,   that  the  Certificate   of   Incorporation  of  Northeast
         (USA) Corp.  be amended by changing the FIRST Article  thereof so that,
         as amended, said Article shall be and read as follows:

               "FIRST: The name of the corporation is Buy It Cheap.com, Inc."

3.  In lieu of a  meeting,  a  majority of the shareholders  of the  Corporation
entitled  to vote  thereon consented  in  writing  to the  foregoing  amendment,
as of December 1, 1999, in  accordance  with the  provisions of Section  228  of
the General Corporation Law of the State of Delaware.

4.  The  foregoing  amendment was duly adopted in accordance with the applicable
provisions of Sections 242 and 228 of  the  General Corporation Law of the State
of Delaware.

IN WITNESS  WHEREOF,  the Corporation has caused this certificate to be executed
on its behalf by its duly authorized officer this 1st day of December, 1999.

                                            NORTHEAST (USA) CORP.


                                            By: /s/Stephen E. Roman
                                               ________________________________
                                                Stephen E. Roman, Jr., President

