STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 01:54 PM 11/27/2002
                                                          020734214 - 2957660



                            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

     Article FOURTH is hereby amended to read as follows:

     This  corporation  shall have the authority to issue two classes of capital
stock the total of which shall be 55,000,000  shares. The classification and par
value of  50,000,000  shares shall be common  voting stock having a par value of
$.001  per  share,  and each  share  shall  be  entitled  to the same  dividend,
liquidation,  and voting rights;  the  classification and par value of 5,000,000
shares  shall be  preferred  stock  having a par value of $.001 per share.  Said
preferred stock may be issued from time to time in one or more classes or series
with such dividend  rates,  voting  rights,  rights of  conversion,  rights upon
dissolution or liquidation,  and with such designations or restrictions  thereof
as shall be determined  by  resolution  adopted by the Board of Directors at the
time such stock is issued without further approval of the shareholders.

     A new Article SEVENTH is hereby adopted to read as follows:

     Whenever a compromise or  arrangement is proposed  between the  Corporation
and its creditors or any class of them and/or  between the  Corporation  and its
stockholders  or any class of them, any court of equitable  jurisdiction  within
the  State  of  Delaware  may,  on  the  application  in a  summary  way  of the
Corporation or of any creditor or stockholder  thereof or on the  application of
any receiver or receivers  appointed for the Corporation under the provisions of
Section  291 of  Delaware  General  Corporation  Law or on  the  application  of
trustees in  dissolution  or of any  receiver  or  receivers  appointed  for the
Corporation under the provisions of Section 279 of Delaware General  Corporation
Law  order a  meeting  of the  creditors  or class of  creditors,  and/or of the
stockholders or class of stockholders of the Corporation, as the case may be, to
be summoned in such  manner as the said court  directs.  If a majority in number
representing  three-fourths  in value of the  creditors  or class of  creditors,
and/or of the stockholders or class of stockholders of the  Corporation,  as the
case may be,  agree to any  compromise  or  arrangement  of the  Corporation  as
consequence and to any  reorganization  of such  compromise or arrangement,  the
said compromise or arrangement and the said reorganization  shall, if sanctioned
by the court to which the said  application has been made, be binding on all the
creditors  or class of  creditors,  and/or on all the  stockholders  or class of
stockholders,  of  the  Corporation,  as  the  case  may  be,  and  also  on the
Corporation.

     A new Article EIGHTH is hereby adopted to read as follows:

     The  personal  liability  of the  directors  of the  Corporation  is hereby
eliminated to the fullest extent permitted by the provisions of paragraph (7) of
subsection (b) of Section 102 of the Delaware  General  Corporation  Law, as the
same may be amended and supplemented.





     A new Article NINTH is hereby adopted to read as follows:

     The Corporation shall, to the fullest extent permitted by the provisions of
Section 145 of the Delaware General  Corporation Law, as the same may be amended
and  supplemented,  indemnify  any and all  persons  whom it shall have power to
indemnify  under said  section  from and  against  any and all of the  expenses,
liabilities or other matters referred to in or covered by said section,  and the
indemnification  provided for herein shall not be deemed  exclusive of any other
rights to which those  indemnified may be entitled under any by-law,  agreement,
vote of stockholders or disinterested directors or otherwise,  both as to action
in his official capacity and as to action In another capacity while holding such
office,  and shall  continue  as to a person  who has  ceased to be a  director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors  and   administrators  of  such  a  person.  The  foregoing  right  of
indemnification   shall  in  no  way  be   exclusive  of  any  other  rights  of
indemnification  to  which  such  person  may  be  entitled  under  any  by-law,
agreement, vote of stockholders or disinterested directors, or otherwise.

     Second:  that the  necessary  number  of  shares  as  required  by  statute
consented in writing on January 8th, 2003, to the amendment  pursuant to Section
228 of the General Corporation Law of the State of Delaware.

     Third:  that  said  amendment  was  duly  adopted  in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

     Fourth:  That the capital of said corporation shall not be reduced under or
by reason of said amendment.



     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 9th day of January, 2003.


                                                  By: /s/Aron Govil
                                                     President



         `                                        By: /s/Vandana Govil
                                                      Secretary