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                                 STATE OF NEVADA

                        OFFICE OF THE SECRETARY OF STATE

                            101 N. CARSON ST., STE. 3
                         CARSON CITY, NEVADA 89701-4786

              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

                         For Profit Nevada Corporations

               (Pursuant to NRS 78.380 - Before Issuance of Stock)
                             -- Remit in Duplicate -

1.       Name of Corporation FOSTER ENTERPRISES

2.   The articles  have been amended as follows  (provide  article  numbers,  if
     available): Article I. The name of the corporation is CDMEMORIES.COM,  INC.
     and Article IV Section 4.01 is hereby amended to read as follows:

The total number of shares of authorized  capital stock of the Corporation shall
consist of the following:  One hundred  million  (100,000,000)  shares of Common
stock, at a par value of .001.

The  Common  stock  may be  issued  from  time to  time  without  action  by the
stockholders.  The Common stock may be issued for such  consideration  as may be
fixed from time to time by the Board of Directors.

3.   The  undersigned  declare that they  constitute at least  two-thirds of the
     incorporators  (check)  _____ or the board of directors  (check) X . 4. The
     date upon which the original articles of incorporation  were filed with the
     Secretary of State: 04/15/97.
5.   The undersigned affirmatively declare that to the date of this certificate,
     no stock of the corporation has been issued.
6.   Signatures (all signatures must be acknowledged):



/s/ Maurice O Bannon
Maurice O Bannon