STATE  OF  NORTH  CAROLINA
DEPARTMENT  OF  THE  SECRETARY  OF  STATE


                            ARTICLES OF AMENDMENT OF

                        SOUTH STREET VENTURES VII, INC.

Pursuant to  55-10-06 of the General Statutes of North Carolina, the undersigned
corporation  hereby  submits the following Articles of Amendment for the purpose
of  amending  its  Articles  of  Incorporation.

1.   The  name  of  the  corporation  is  South  Street  Ventures  VII,  Inc.

2.   The  text  of  each  amendment  adopted  is  as  follows:

     a.   Increase  of  Authorized  Capital.  The  corporation  is  currently
          ---------------------------------
          authorized  to  issue 1,000,000 shares, all of one class designated as
          common  stock. The corporation hereby increases its authorized capital
          to  100,000,000  shares  of  common stock. The par value of each share
          shall  remain  $0.001;

     b.   Opt  Out  of  Shareholder Protection Act and Control Share Acquisition
          Act.
          ----------------------------------------------------------------------
          The  corporation  hereby  opts  out  of  the  provisions  of the North
          Carolina  Shareholder  Protection  Act,  N.  C. G. S. 55-9-01 et. seq.
                                                                        -------
          immediately  upon  becoming  public and opts out of the North Carolina
          Control  Share Acquisition act, N. C. G. S. 55-9A-01 et. seq. pursuant
                                                               -------
          to  N.  C.  G.  S.  55-9A-09.

          The  provisions  of  these  Acts  shall  not  be  applicable  to  the
          corporation.

     c.   Except  as  expressly  changed,  the  remainder  of  the  corporations
          Articles  of Incorporation as originally filed with the North Carolina
          Secretary  of  State  shall  remain  in  full  force  and  effect.

3.   If an amendment provides for an exchange, reclassification, or cancellation
     of  issued  shares,  provisions  for  implementing  the  amendment,  if not
     contained  in  the  amendment  itself,  are  as  follows:

NOT  APPLICABLE.


CORPORATIONS  DIVISION          P.  O.  BOX  29622     RALEIGH,  NC  27626-0622
(Revised  January  2000)                                            (Form  B-02)



ARTICLES  OF  AMENDMENT
Page  2

4.   The  date  of  adoption  of  each  amendment was as follows: JULY 15, 2003.

5.   (Check  either  a,  b,  c,  or  d,  whichever  is  applicable)

     a._____The  amendment(s) was (were) duly adopted by the incorporators prior
          to  the  issuance  of  shares.
     b._____The  amendment(s)  was (were) duly adopted by the board of directors
          prior  to  the  issuance  of  shares.
     c._____The  amendment(s)  was (were) duly adopted by the board of directors
          without  shareholder  action  as  shareholder  action was not required
          because  (set  forth a brief explanation of why shareholder action was
          not  required.)
     _________________________________________________

     d.___X_The  amendment(s)  was  (were)  approved by shareholder action,  and
          such  shareholder approval was obtained as required by Chapter  55  of
          the  North  Carolina  General  Statutes.

6.   These  articles  will  be  effective upon filing, unless a delayed time and
     date  is  specified:


This  date:  January  23,  2004




                                         South  Street  Ventures  VII,  Inc.
                                         -----------------------------------
                                         Name  of  Corporation

                                         ________________________
                                         Signature

                                         Charles  Barkley,  President
                                         ---------------------------
                                         Type  or  Print  Name  and  Title


CORPORATIONS  DIVISION          P.  O.  BOX  29622     RALEIGH,  NC  27626-0622
(Revised  January  2000)                                            (Form  B-02)



NOTES:

1.   Filing  fee  is $50. This document and one exact or conformed copy of these
     articles  must  be  filed  with  the  Secretary  of  State.


INSTRUCTIONS  FOR  FILING
BUSINESS  CORPORATION
ARTICLES  OF  AMENDMENT
(Form  B-02)

ITEM  1     Enter  the  complete  corporation  name exactly as it appears in the
            records  of  the  Secretary  of  State.
ITEM  2     See  form.
ITEM  3     If  provisions  for  implementing the amendment are contained in the
            amendment or not required, enter N/A or NONE in the space provided.
ITEM  4     Enter  the  date(s)  the  amendment(s)  was  (were)  adopted.
ITEM  5     Select  the appropriate method of adoption for the amendment(s) from
            those  listed  and  complete.
ITEM  6     The document will be effective  on  the  date  and  time of  filing,
            unless a delayed date or an effective time (on the day of filing) is
            specified. If a delayed effective date is specified without  a time,
            it will  be effective at 11:59:59 p.m. Raleigh, North Carolina  time
            on  the day specified. If a delayed effective date is specified with
            a time, the  document  will  be effective on the day and at the time
            specified. A  delayed effective  date  may  be  specified  up to and
            including  the  90th  day  after  the  filing.

DATE  AND  EXECUTION

            Enter  the  date  the  document  was  executed.
            In  the  blanks  provided  enter:
            -    The  name  of  the  corporation  as  it  appears  in  Item  1.
            -    The  signature  of  the  representative  of  the  corporation
                 executing the document  (may  be  the  chairman of the board of
                 directors  or  any  officer  of  the  corporation).
            -    The  name  and  title  of  the  above-signed  representative.




CORPORATIONS  DIVISION          P.  O.  BOX  29622     RALEIGH,  NC  27626-0622
(Revised  January  2000)                                            (Form  B-02)