AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                         STRATFORD AMERICAN CORPORATION


                  Article  IV,  Section 1 of the  Articles of  Incorporation  is
amended to read in its entirety as follows:


                                      "IV.
                               AUTHORIZED CAPITAL

                  1. Aggregate Capital. The aggregate number of shares which the
corporation  shall  have  authority  to  issue  is  One  Hundred  Fifty  Million
(150,000,000) consisting of One Hundred Million (100,000,000) common shares, one
cent  ($0.01) par value (the "Common  Stock"),  and Fifty  Million  (50,000,000)
preferred  shares,  one cent ($0.01) par value.  Each fifteen (15) shares of the
Corporation's Common Stock issued as of the date and time immediately  following
the filing of this  Amendment  to the  Articles  of  Incorporation  (the  "Split
Effective  Date") shall be  automatically  changed and  reclassified,  as of the
Split  Effective Date and without  further  action,  into one (1) fully paid and
nonassessable share of the Corporation's Common Stock;  provided,  however, that
any fractional  interest resulting from such change and classification  shall be
rounded upward to the nearest whole share."

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