ARTICLES OF AMENDMENT

                                       FOR

                          KINSHIP COMMUNICATIONS, INC.

                             hereafter to be know as

                              KINSHIP SYSTEMS, INC.

                              Dated: March 7, 2000.

         Kinship Communications, Inc. (hereafter to be known as Kinship Systems,
Inc.  and  hereinafter  sometimes  referred  to as "the  Company")  submits  the
following  Articles of Amendment to the Utah Division of Corporations for filing
pursuant to Utah Code Annot. ss.  16-10a-1006.  In accordance with the foregoing
code  section,  the  Company has adopted  the  following  Articles of  Amendment
pursuant to a unanimous vote of its shareholders and after recommendation by its
Board  of  Directors.  The  specific  statutorily  required  shareholder  voting
information  as to the  amendment  follows the text of the  amendment as set-out
below:

                                       I.
                                 AMENDMENT NO. 1
                     Change of Name to Kinship Systems, Inc.
                     ---------------------------------------

         The   Company   hereby   amends   its   official   name  from   Kinship
Communications,  Inc. to Kinship Systems, Inc. pursuant to the recommendation of
its Board of Directors and ratifying shareholder vote.



            [The  foregoing   amendment  was  adopted  at  a
            special  shareholder  meeting  on March 7,  2000
            called  pursuant to waiver by all  shareholders.
            At the time of adoption,  the Company has issued
            an  outstanding  and  entitled  to vote  147,042
            shares. There is only one class of common voting
            stock.  Of the  issued  and  outstanding  shares
            entitled   to  vote  on  the   change   of  name
            resolution,  147,  042 were present in person or
            by  proxy  constituting  a quorum  and  absolute
            majority.  Of the shares present:  147,042 voted
            in favor of the name change; none abstained from
            voting on the change of name; and no shares were
            voted  against the change of name.  The Board of
            Directors   has   determined   that  a  required
            majority of shares were present  constituting  a
            quorum  and  a   majority   of  the  issued  and
            outstanding  shares were present  voted in favor
            of the  foregoing  proposal  on the day and date
            indicated  and is hereby  certified by the Board
            of Directors.]







         The  foregoing  Articles of Amendment  are  submitted  upon oath by the
undersigned  President  of the Company and properly  reflect the actions  taken,
approved and ratified by the Board of Directors and the shareholder Vote on such
matters in the special shareholder meeting on July 23, 1998.



                                                /s/Terry Deru
                                                --------------
                                                Mr. Terry Deru
                                                President


Sate of Utah                        )
                                    :ss.
County of Davis                     )

         Personally  appeared  before me, a Notary  Public,  Mr.  Terry Deru who
subscribed  and swore to the  foregoing  Articles of  Amendment in my present on
this 7th day of March, 2000.


                                                /s/Lois Richins
                                                ---------------
                                                NOTARY PUBLIC

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