AMENDMENT OF THE ARTICLES OF INCOROPORATION

                              DATED: MARCH 24, 2000



Amendment  of  Article  III  -  Authorized  Shares  as  follows:

The  aggregate amount o the total authorized capital stock the corporation shall
have  the  authority  to  issue  is  Eight Million (80,000,000) shares of Common
Stock,  par  value  $0.001;  and Twenty Million (20,000,000) shares of Preferred
Stock,  par value $0.001.  The outstanding shares of Common Stock are subject to
a  8,250 for 1 reverse stock split.  The capital 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.