ARTICLES OF AMENDMENT
                        TO THE ARTICLES OF INCORPORATION
                                       OF
                              TOTAL FIRST AID, INC.

         Pursuant to Section 607.1006 of the Business Corporation Act of the
State of Florida, the undersigned, being the Chief Executive Officer of TOTAL
FIRST AID, INC., a corporation organized and existing under and by virtue of the
Business Corporation Act of the State of Florida (the "Corporation"), bearing
document number 546003, does hereby certify that the following resolutions were
adopted pursuant to the authority of the Board of Directors and the holders of a
majority of the Corporation's issued and outstanding voting securities as
required by Section 602.1003 of the Florida Business Corporation Act:

         RESOLVED, that Article I - NAME of the Corporation's Articles of
Incorporation, as amended, be and hereby is deleted in its entirety and replaced
with the following:

                                ARTICLE I - NAME

         The name of this Corporation is Spearhead Limited, Inc.


         RESOLVED, that Article IV - CAPITAL STOCK of the Corporation's Articles
of Incorporation, as amended, be and hereby is deleted in its entirety and
replaced with the following:

                           ARTICLE IV - CAPITAL STOCK

                  The maximum number of shares that this Corporation shall be
         authorized to issue and have outstanding at any one time shall be
         220,000,000 shares, consisting of (a) 200,000,000 shares of common
         stock, par value $.001 per share, and (b) 20,000,000 shares of
         preferred stock, par value $.001 per share (the "Preferred Stock").
         Series of the Preferred Stock may be created and issued from time to
         time, with such designations, preferences, conversion rights,
         cumulative, relative, participating, optional or other rights,
         including voting rights, qualifications, limitations or restrictions
         thereof as shall be stated and expressed in the resolution or
         resolutions providing for the creation and issuance of such series of
         Preferred Stock as adopted by the Board of Directors pursuant to the
         authority in this paragraph given.

         The foregoing resolutions and articles of amendment were adopted by the
Board of Directors of the Corporation and by the holders of a majority of the
Corporation's issued and outstanding voting securities at a meeting of
shareholders held on June 29, 2004, which represented the minimum number of
votes which would be necessary to authorize or take such actions at a meeting at
which all shares entitled to vote thereon were present and voted pursuant to the
Florida Business Corporation Act.

         IN WITNESS WHEREOF, the undersigned, being the President of this
Corporation, has executed these Articles of Amendment as of June 29, 2004.

                              TOTAL FIRST AID, INC.


                              By:
                                   --------------------------------------------
                                   Michel L. Marengere, Chief Executive Officer