CERTIFICATE OF CORRECTION OF
                          CERTIFICATE OF AMENDMENT

                                     OF

                               CALIPSO, INC.,
                           a Delaware corporation


The undersigned hereby certifies:

1. The name of the corporation is Calipso, Inc.

2. The corporation was incorporated in the State of Delaware on May 31, 1994.

3. The Certificate of Amendment which was filed in the Office of the Delaware
Secretary  of  State  on May 23, 2000 requires correction,  as  permitted  by
Section  103 of the Delaware General Corporation Law, in that the Certificate
of  Amendment  was  filed in error because the Certificate of  Amendment  was
filed without proper approval by the shareholders of the corporation.

4. The Certificate of Amendment filed on May 23, 2000 should be rendered null
and void.

      IN  WITNESS  WHEREOF, the undersigned has executed this Certificate  of
Correction  of  Certificate of Amendment of Calipso, Inc.,  this  17  day  of
August, 2000.

                                   /s/ Robert Ransom
                                   Robert Ransom, President