CERTIFICATE OF AMENDMENT
                                 TO AMENDMENT OF
                            ARTICLES OF INCORPORATION
                                       OF
                        IN VIVO MEDICAL DIAGNOSTICS, INC.

     The undersigned, being the President and Chief Executive Officer of IN VIVO
MEDICAL DIAGNOSTICS, INC., a corporation existing under the laws of the State of
Colorado, does hereby certify under the seal of the said corporation as follows:

     1. The articles of  incorporation  of the Corporation are hereby amended by
replacing Article I, in its entirety, with the following:

     "Article  I.  Name.  The  name of the  Corporation  is In  Veritas  Medical
Diagnostics, Inc."


     2. The articles of  incorporation  of the Corporation are hereby amended by
replacing Article II, Section 1 in its entirety, with the following:

     "Article II. Section 1. Authorized  Capital.  The total number of shares of
all classes which the  Corporation  shall have authority to issue is 550,000,000
of which  50,000,000  shall be  preferred  stock,  $.001 par value per share and
500,000,000 of which shall be common stock,  $.001 par value per share,  and the
designations, preferences, limitations and relative rights of the shares of each
class are as follows:"

     3. The amendment of the articles of incorporation herein certified has been
duly adopted by the  unanimous  written  consent of the  Corporation's  Board of
Directors and a majority of the  Corporation's  stockholders  in accordance with
the provisions of Section 17-107-104 of the General Corporation Law of the State
of Colorado.

     IN WITNESS  WHEREOF,  the  Corporation  has caused its corporate seal to be
hereunto affixed and this Certificate of Amendment of the Corporation's Articles
of  Incorporation,  as amended,  to be signed by John Fuller,  its President and
Chief Executive Officer, this 24th day of March, 2005.

                                           IN VIVO MEDICAL DIAGNOSTICS, INC.


                                           By: /s/ John Fuller
                                           --------------------------------
                                           John Fuller, President and Chief
                                           Executive Officer