3.4      ARTICLES OF AMENDMENT OF TELEPLUS, INC.


                            CERTIFICATE OF AMENDMENT
                                     OF THE
                           ARTICLES OF INCORPORATION
                                       OF
                                 TELEPLUS, INC.


The undersigned certify that:

         They are the President and the Secretary of TelePlus, Inc., a
California Corporation (the "Corporation").

         1. Article IV of the Articles of Incorporation of this Corporation is
amended to read in its entirety as follows:

                  "Article IV   Capital Structure

                  This corporation is authorized to issue only one class of
                  shares of stock and the total number of shares which this
                  Corporation is authorized to issue is Fifteen Million
                  (15,000,000) Shares."

         2. That the foregoing amendment of the Articles of Incorporation has
been duly approved by the Board of Directors of The Corporation and the required
vote of the shareholders in accordance with Section 902 of the California
Corporations code. The total number of outstanding shares of Common Stock of the
corporation is 10,000,000 Shares. The number of shares voting in favor of the
amendment equaled or exceeded the vote required. The percentage vote required
was more than 50%.

         3. They further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this instrument are true and
correct of their own knowledge.

         Dated:  February 13, 2006



                                  /S/ CLAUDE BUCHERT
                                  --------------------------
                                  Claude Buchert, President



                                  /S/ HELENE LEGENDRE
                                  --------------------------
                                  Helene Legendre, Secretary



                                                        [OFFICE OF THE SECRETARY
                                                              OF STATE SEAL]