EXHIBIT 3.3


              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

            Pursuant to NRS 78.385 and 78.390 After Issuance of Stock

                                    Filed by:

                               BEHMEN GROUP, INC.

      I, Gary L. Boyd, the President of Behmen Group, Inc., do hereby certify:

      That the Board of Directors of said corporation at a meeting duly
convened, held on the 18th day of April, 1999 adopted a resolution to amend the
original Articles of Incorporation as follows:

      Article I is hereby amended to read as follows:

               The name of the Corporation is Delta International Mining and
      Exploring, Inc.

      The number of shares of the corporation outstanding and entitled to vote
on an amendment to the Articles of Incorporation is 2,996,000, that the said
change(s) and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.

/s/ Gary L. Boyd                                     Date           4/20/99
- -------------------------------------                               -------
Gary L. Boyd, President

/s/ Gary L. Boyd                                     Date           4/20/99
- -------------------------------------                               -------
Gary L. Boyd, Secretary

                                  VERIFICATION

STATE OF ARIZONA     )
                     )   SS.
COUNTY OF MARICOPA   )

      I, Rodney R.G. Reedy, a Notary Public, hereby certify that on the 20th day
of April, 1999, personally appeared before me Gary L. Boyd, who, being first
duly sworn, declared that he was the person who signed the foregoing document as
Incorporator and that the statements therein contained were true.

My Commission Expires:
                                      /s/
                                      --------------------------------------
                                      [Illegible]
                                      Notary Public







                                  OFFICIAL SEAL
                        [SEAL OMITTED] RODNEY R.G. REEDY
                        NOTARY PUBLIC - STATE OF ARIZONA
                                 MARICOPA COUNTY
                         My Comm. Expires March 4, 2001

If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by vote, in addition to the affirmative vote
otherwise required, 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.



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              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

            Pursuant to NRS 78.385 and 78.390 After Issuance of Stock

                                    Filed by:

                 DELTA INTERNATIONAL MINING AND EXPLORING, INC.

      I, Gary L. Boyd, the President of Delta International Mining and
Exploring, Inc., do hereby certify:

      That the Board of Directors of said corporation at a meeting duly
convened, held on the 30th day of June, 1999 adopted a resolution to amend the
original Articles of Incorporation as follows:

      Article I is hereby amended to read as follows:

               The name of the Corporation is Delta International Mining and
      Exploration, Inc.

      The number of shares of the corporation outstanding and entitled to vote
on an amendment to the Articles of Incorporation is 2,996,000, that the said
change(s) and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.

/s/ Gary L. Boyd                                     Date           7/2/99
- -------------------------------------                               ------
Gary L. Boyd, President

/s/ Gary L. Boyd                                     Date           7/2/99
- -------------------------------------                               ------
Gary L. Boyd, Secretary

                                  VERIFICATION

STATE OF ARIZONA       )
                       ) SS.
COUNTY OF MARICOPA     )

      I, Pat Maciejewski, a Notary Public, hereby certify that on the 2nd day of
July, 1999, personally appeared before me Gary L. Boyd, who, being first duly
sworn, declared that he was the person who signed the foregoing document as
Incorporator and that the statements therein contained are true.

My Commission Expires:
                                          /s/ Pat Maciejewski
                                          -------------------------------------
                                          Notary Public



                                       -3-






                                  OFFICIAL SEAL
                         [SEAL OMITTED] PAT MACIEJEWSKI
                        NOTARY PUBLIC - STATE OF ARIZONA
                                 MARICOPA COUNTY
                          My Comm. Expires [Illegible]

If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by vote, in addition to the affirmative vote
otherwise required, the holders of shares representing the 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.




                                       -4-






                         CERTIFICATE OF AMENDMENT OF THE
                          ARTICLES OF INCORPORATION OF
                 DELTA INTERNATIONAL MINING & EXPLORATION, INC.


      Pursuant to the provisions of sections 78.385 and 78.390 of the Nevada
Revised Statutes, this Certificate of Amendment of the Articles of Incorporation
of Delta International Mining & Exploration, Inc., a Nevada corporation (the
"Corporation"), is hereby adopted:

      1. The name of the Corporation is Delta International Mining &
Exploration, Inc.

      2. The amendment adopted hereby amends Article IV, Section 1 of the
Corporation's Articles of Incorporation to read as follows:

                                   "ARTICLE IV

            1. Number of Shares. The aggregate number of capital stock shares
      which the Corporation shall have authority to issue is 105 million shares,
      of which 100 million shares shall be common stock, $.01 par value, and 5
      million shares shall be preferred stock, $.01 par value."

      3. The number of shares of the Corporation outstanding and entitled to
vote on this Amendment is 5,839,250.

      4. This Amendment was recommended by the Board of Directors and approved
by a vote of 3,615,000 shares, which constitutes a majority vote of the
stockholders of the class of stock outstanding and entitled to vote thereon.

      IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of the Articles of Incorporation of Delta International Mining &
Exploration, Inc. as of the 27th day of September, 2002.

                                                   DELTA INTERNATIONAL MINING &
                                                               EXPLORATION, INC.


                                       By: /s/ Gary L. Boyd
                                           ------------------------------------
                                           Gary L. Boyd, President



                                       -5-