CERTIFICATE OF AMENDMENT
                       OF THE CERTIFICATE OF INCORPORATION

                                 OF TEXXAR INC.

     Texxar Inc., a corporation  organized  and existing  under and by virtue of
the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

     FIRST:  That at a Company Meeting of the Board of Directors of Texxar Inc.,
resolutions  were  duly  adopted  setting  forth  a  proposed  amendment  of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable  and calling a meeting of the  stockholders  of said  corporation  for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:

     RESOLVED,  that the  Certificate of  Incorporation  of this  Corporation be
amended by changing the Article  thereof  numbered "4" so that,  as amended said
Article shall be read as follows:

     "4": "The  total  number of  shares of stock  which  this  corporation  is
authorized to issue is: Forty Million (40,000,000) shares of Common Stock with a
par value of One hundredth of One Cent  ($0.0001)  per share,  amounting to Four
Thousand Dollars ($4,000.00)."

     SECOND:  That said amendment was duly adopted with the provision of section
242 of the General Corporation Law of the State of Delaware.

     IN WITNESS  WHEREOF,  said Texxar Inc. has caused its corporate  seal to be
affixed and this  certificate  to be signed by Aron Govil,  its  President,  and
Vandana Govil, its secretary, this 12th day of September, 2002.



                                                     By: /s/Aron Govil
                                                            President
(Corporate Seal)

                                                     By: /s/Vandana Govil
                                                            Secretary



                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 11:44 AM 09/12/2002
                                                          080570283 - 2957660