EXHIBIT 3

                  SAFE ALTERNATIVES CORPORATION OF AMERICA INC.





                                  AMENDMENT TO
                            ARTICLES OF INCORPORATION

     At a  meeting  of the  Board  of  Directors,  held on June  11,  2001,  the
following  Resolution  was  passed  unanimously  -Shareholder  approval  was not
required.


                              BE IT RESOLVED THAT:

     Safe  Alternatives  Corporation of \America,  Inc. is hereby  authorized to
issue one Hundred seventy five million  (175,000,000)  shares of common stock at
$0.0001 par value.


     Dated this 5th day of July, 2001.


                                                     /s/ Richard J. Fricke
                                                    ----------------------------
                                                    Richard J. Fricke, President


                                                     /s/ Dominic G. Parisi
                                                    ----------------------------
                                                    Dominic G. Parisi, Secretary