Exhibit 3.3

                           CERTIFICATE OF AMENDMENT OF
                            ARTICLES OF INCORPORATION

                                       OF

                     AMERICAN PACIFIC TECHNOLOGY CORPORATION


Allen Yue and Eric Gravell certify that:

1.   They are all of the sole directors of American Pacific Technology
     Corporation, a California corporation.

2.   The Board of Directors of American Pacific Technology Corporation has
     approved the following Amendment to the Articles of Incorporation of said
     corporation:

Article IV of the Articles of Incorporation is amended to read in its entirety
as follows:

                                      "IV.

          This corporation is authorized to issue only one class of shares of
          stock; and the total number of shares which this corporation is
          authorized to issue is 2,000,000."

3.   The Amendment was approved by the required vote of the shareholders, in
     accordance with Corporations Code Section 902. The total number of
     outstanding shares entitled to vote on this Amendment was 1,000. The
     favorable vote of a simple majority of the shares is required to approve
     the Amendment. The number of shares voting in favor of the Amendment was
     1,000, a unanimous vote.

                  This Amendment will become effective upon the date of the
filing of this Certificate of Amendment.

4.   We, the undersigned, and each of us, declare under penalty of perjury that
     the statements set forth in this Certificate are true and correct of our
     own knowledge and that this Declaration was executed on March 01, 1999, at
     San Francisco, California.

                                            /s/ Allen Yue
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                                            /s/ Eric Gravell
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