FILED: 03/28/2001
                                                           CW: 1997-00320063
                                                          WY Secretary of State
                                                         Doc. ID: 200 1-00419369

                 CERTIFICATE AMENDING ARTICLES OF INCORPORATION
                              VALUABLE TUBES, INC.

         The  undersigned,   being  the  President  and  Secretary  of  Valuable
Ventures,  Inc., a Wyoming  Corporation,  hereby certify that a majority vote of
the board  Directors and majority vote of the  stockholders at a meeting held on
March 26, 2001, it was agreed by unanimous vote that this  CERTIFICATE  AMENDING
ARTICLES OF iNCORPORATION be filed. The undersigned  further  certifies that the
original Articles of Incorporation of Valuable Ventures, Inc.

were filed with the  Secretary  of State of Wyoming on the 27th Day of February,
1997. The undersigned further certifies that ARTICLE FIRST and ARTICLE FOURTH of
the original Articles of Incorporation filed on the 27th Day of February,  1997,
herein are amended to read as follows:

                                  ARTICLE FIRST

         The name of the Corporation shall be: Pear Network, Inc.

                                 ARTICLE FOURTH



         That  the  total  number  of  authorized  shares  to be  issued  by the
Corporation  is ONE  HUNDRED  TEN MILLION  (110,000,000)  total  shares of stock
consisting of ONE HUNDRED MILLION  (100,000,000)  common shares with a par value
of ONE TENTH OF A CENT  ($.001),  FIVE MILLION  (5,000,000)  preferred  series A
stock  with a par  value  of ONE  TENTH  OF A CENT  ($.00  1) and  FIVE  MILLION
(5,000,000)  preferred  series B stock  with a par  value of ONE TENTH OF A CENT
($.0O 1). No other shares shall be authorized.

         The  undersigned  hereby  certify  that  they  have on this 26th Day of
March,  2001,  executed  this  Certificate  Amending  the  original  Articles of
Incorporation heretofore filed with the Secretary of State of Wyoming.

         /S/ DAN HODGES                                   /S/ DAN HODGES
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            President                                        Secretary