[STATE SEAL-      DEAN HELLER                       Certificate of              Office Use Only:
Graphic Omitted]  Secretary of State                Amendment
                                                    (PURSUANT TO NRS 78.385 AND
                  202 North Carson Street           78.390)
                  Carson City, Nevada  89701-4201
                  (775) 684 5708

            Important: Read attached instruction before completing.
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             Certificate of Amendment to Articles of Incorporation
                         For Nevada Profit Corporations
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         (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
                             - Remit in Duplicate -

1. Name of Corporation:     VIDEOLOCITY INTERNATIONAL, INC.

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

         The first paragraph of Article IV of the Articles of  Incorporation  is
hereby amended to read as follows:

                          ARTICLE IV   AUTHORIZED SHARES

         "The  Corporation  shall  have  authority  to  issue  an  aggregate  of
51,000,000 shares, of which 1,000,000 shares shall be preferred stock, par value
One-Tenth of a Cent ($0.001 per share (the  "Preferred  Stock"),  and 50,000,000
shares shall be common stock,  par value  One-Tenth of a Cent ($0.001) per share
(the "Common Stock").  The powers,  preferences and rights, and  qualifications,
limitations,  or  restrictions of shares of stock of each class and series which
the Corporation shall be authorized to issue, are as follows."


        The remainder of Article IV shall remain unchanged (See Attached)

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: 51%  *

4. Officer Signature (Required):

/s/ Larry McNeill
- ------------------------
    Larry McNeill, CEO

* If any proposed  amendment would alter or change any prefernce 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.