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                                                                    Exhibit 3(b)


              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
                (Before payment of Capital or issuance of Stock)



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        name of incorporator or director

certify that:

         1.       They constitute at least two thirds of the original
                  incorporators of ICV, Inc., a Nevada corporation

         2.       The original Articles were filed in the Office of the
                  Secretary of State on October 22, 1999

         3.       As of the date of this certificate, no stock of the
                  corporation has been issued.

         4.       They hereby adopt the following amendments to the articles of
                  this incorporation:

         Article IV is amended to read as follows:


                                   ARTICLE IV
                                 SHARES OF STOCK

         Section 4.01 NUMBER AND CLASS. The amount of the total authorized
capital stock of this corporation is Fifty Million (50,000,000) shares with a
par value of $.001 designated as Common Stock. The Common Stock may be issued
from time to time without action by the stockholders. The Common Stock may be
issued for such consideration as may be fixed from time to time by the Board of
Directors.

         The Board of Directors may issue such shares of common stock in one of
more series, with such voting powers, designations, preferences and rights or
qualifications, limitations or restrictions thereof as shall be stated in the
resolution or resolutions adopted by them.

         Section 4.02 NO PREEMPTIVE RIGHTS. Holders of the Common Stock of the
corporation shall not have any preference, preemptive right, or right of
subscription to acquire any shares of the corporation authorized, issued or
sold, or to be authorized, issued or sold, or to any obligations or shares
authorized or issued or to be authorized or issued, and convertible into shares
of the corporation, nor to any right of subscription thereto, other than the
extent if any, the Board of Directors in its discretion, may determine from time
to time.

         Section 4.03 ASSESSMENT OF SHARES. The Common Stock of the corporation,
after the amount of the subscription price has been paid, in money, property or
services, as the directors shall determine, shall not be subject to assessment
to pay the debts of the corporation, nor for any other purpose, and no stock
issued as fully paid shall ever be assessable or assessed, and the Articles of
Incorporation shall not be amended in this particular.




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                                     Signature


State of _________________

                                    SS.

County of ________________


         On ____________________, personally appeared before me, a Notary
Public. ___________________________________________________, who acknowledged
that they executed the above instrument.




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                                     Signature of Notary









(Notary Stamp or Seal)