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                               Certificate of
                                 Amendment
                         (PURSUANT TO NRS 78.385
                                and 78.390
                       ----------------------------
                                                                     Exhibit 3.3
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           CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
                       FOR NEVADA PROFIT CORPORATION
       (PURSUANT TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK
                          - REMIT IN DUPLICATE -


1. Name of Corporation:        iExalt, Inc.

2. The articles have been amended as follows (provided article numbers, if
available):

The total number of shares of stock that the Corporation shall have authority to
issue is 120,000,000, consisting of 100,000,000 shares of common stock, par
value $.05 per share ("Common Stock") and 20,000,000 shares of preferred stock,
par value $.001 per share ("Preferred Stock")

Shares of Preferred Stock of the corporation may be issued from time-to-time in
one or more series, each of which shall have such distinctive designation or
title as shall be determined by the Board of Directors of the Corporation
("Board of Directors") prior to the issuance of any shares thereof. Preferred
Stock shall have such voting powers, full or limited, or no voting powers,
restrictions thereof, as shall be stated in such resolution or resolutions
providing for the issue of such class or series of Preferred Stock as may be
adopted from time-to-time by the Board of Directors prior to the issuance of any
shares thereof. The number of authorized shares of Preferred Stock may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the voting
power of all the then outstanding shares of the capital stock of the Corporation
entitled to vote generally in the election of the directors, voting together as
a single class, without a separate vote of the holders of the Preferred Stock,
or any series thereof, unless a vote of any such holders is required pursuant to
any Preferred Stock Designation.

Shareholders of the Corporation shall not have cumulative voting rights nor
preemptive rights.

3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is:       656,979

4.  Officer Signature (Required):


<Table>

                                      
    /s/ Donald W. Sapaugh                    /s/ Chris L. Sisk
- ------------------------------------     -------------------------------------------

Printed Name: Donald W. Sapaugh, CEO     Printed Name: Chris L. Sisk, Asst. Secretary

</Table>

*If any proposed amendment would alter any preference or any relative or other
right given to any class or series of outstanding shares, then the amendment
must be approved by the vote, in addition to the affirmative vote otherwise
required, of the holders of shares representing a majority of the voting power
of each class or series affected by the amendment regardless of limitations or
restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and remit the proper
fees may cause this filing to be rejected.