Exhibit 3.3

                              ARTICLES OF AMENDMENT

                        TO THE ARTICLES OF INCORPORATION

                                       OF

                           InShape International, Inc.

     Pursuant to the  provisions of the Nevada  Business  Corporations  Act, the
Undersigned  corporation  adopts the  following  amendment  to the  Articles  of
Incorporation.

     1. The following  amendment of the Articles of Incorporation was adopted by
the shareholder consent of the corporation on January 17, 2000 said articles are
hereby amended and shall read as follows:

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                                    Article I

                                      Name

      The name of the corporation is: Pierce International Discovery, Inc.
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     2. The  number  of  shares of the  corporation  outstanding  at the time of
adoption was  26,000,000;  and the number of shares entitled to vote thereon was
the same.

     3. The number of shares that represent  shareholder  consent is 25,000,000.
All shares voted in favor of the amendment. The shares represented a majority of
the issued and  outstanding  shares.  There were no shares  voting  against  the
amendment.

     Effective the 17th day of January, 2000.


                                          /s/ Robert Kropf
                            --------------------------------------------------
                            Robert Kropf President/Secretary