EXHIBIT 3(i)(c)

                         CERTIFICATE OF AMENDMENT OF
                       CERTIFICATE OF INCORPORATION OF
                               CALIPSO, INC.,
                           a Delaware corporation



     CALIPSO,  INC., a corporation organized and existing under  the  General
Corporation Law of the State of Delaware (the "General Corporation Law")

     DOES HEREBY CERTIFY:

     FIRST:   That  the name of this corporation is CALIPSO, INC.,  and  that
this corporation was originally incorporated on May 31, 1994, pursuant to the
General Corporation Law.

     SECOND:   That  on August 6, 2000, the Board of Directors  duly  adopted
resolutions  proposing  to  amend the Certificate of  Incorporation  of  this
corporation,  declaring  said  amendment to be  advisable  and  in  the  best
interest of this corporation and its stockholders, and, by written consent in
accordance  with Section 228 of the General Corporation Law, the stockholders
of  this  corporation consented to the resolutions setting forth the proposed
amendment, which resolutions are as follows:

          RESOLVED,  that  the  Certificate  of  Incorporation  of  this
     Corporation  be  amended by amending Paragraph Fourth  to  read  as
     follows:

                              PARAGRAPH FOURTH

The  total number of shares of capital stock which the Corporation shall have
authority to issue is one hundred twenty million (120,000,000), of which  (i)
one  hundred million (100,000,000) shares shall be designated "Common  Stock"
and  shall  have  a  par value of $.001 per share; and  (ii)  twenty  million
(20,000,000)  shares shall be designated "Preferred Stock" and shall  have  a
par  value  of $.001 per share.  This corporation is authorized to issue  two
classes  of  shares  to  be  designated,  respectively,  "Common  Stock"  and
"Preferred Stock."

     THIRD:   The  foregoing amendment was approved by  the  holders  of  the
requisite number of shares of said corporation in accordance with Section 228
of the General Corporation Law.

     FOURTH:   That said amendments were duly adopted on August  6,  2000  in
accordance with the provisions of Section 242 of the General Corporation Law.



     IN  WITNESS  WHEREOF, this Certificate of Amendment  of  Certificate  of
Incorporation  has  been signed by the President of this  corporation  as  of
August 17, 2000.


                              By:/s/ Robert Ransom
                                Robert Ransom, President