EXHIBIT 3.02

                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                              QUALITY SYSTEMS, INC.

The undersigned certify that:

1.    They  are  the  President  and the  Secretary,  respectively,  of  Quality
      Systems, Inc., a California corporation.

2.    Article  Third of the Articles of  Incorporation  of this  corporation  is
      hereby amended to read in its entirety as follows:

                  THIRD:  This corporation is authorized to issue only one class
            of shares,  to be called  "Common  Stock." The total  number of such
            shares that this corporation  shall have authority to issue is up to
            Fifty  Million  (50,000,000),  and each such share  shall have a par
            value of one cent ($.01).

3.    The  foregoing  amendment  of  Articles  of  Incorporation  has been  duly
      approved by the board of directors of this corporation.

4.    The  foregoing  amendment  of  Articles  of  Incorporation  has been  duly
      approved by the required vote of  shareholders  in accordance with Section
      902 of the  California  General  Corporation  Law.  The  total  number  of
      outstanding  shares of this  corporation  entitled to vote with respect to
      the amendment is  13,124,860.  The number of shares voting in favor of the
      amendment  equaled or exceeded  the vote  required.  The  percentage  vote
      required was more than 50%.

We further  declare  under  penalty  of  perjury  under the laws of the State of
California  that the matters set forth in this  certificate are true and correct
of my/our own knowledge.

Dated: October 5, 2005


                                        /s/ LOU SILVERMAN
                                        ----------------------------------------
                                        Lou Silverman, President


                                        /s/ PAUL HOLT
                                        ----------------------------------------
                                        Paul Holt, Secretary