FILED # C12839-94
                                                  DEC 20, 2000
                                                  In the office of
                                                  /s/ Dean Heller
                                                  Dean Heller Secretary of State



                             CERTIFICATE OF AMENDMENT
                      TO TIE ARTICLES OF INCORPORATION OF
                     ULTIMATE SECURITY SYSTEMS CORPORATION
                               a Nevada corporation

     Pursuant to the provisions of the Nevada Revised Statutes,
     Ultimate Security Systems Corporation, a Nevada corporation,
     adopts the following amendment to its Articles of Incorporation.

              1. The undersigned hereby certifies that on the 9th day
     of September, 2000, a Special Meeting of the Board of Directors
     was duly held and convened at which there was present a quorum of
     the Board of Directors acting throughout all proceedings, and at
     which time the following resolution was duly adopted by the Board
     of Directors:

             BE IT RESOLVED, that the Secretary of the corporation is
             hereby ordered and directed to obtain at least a
             majority of the voting power of the outstanding stock of
             the corporation for the following purpose.

             To amend Article Fourth to provide that the authorized
             common stock be increased from twenty million (20,000,000)
             common shares with a par value of $.01 to fifty million
             (50,000,000) shares with a par value of $.01 and the preferred
             stock of the corporation be changed from five million (5,000,000)
             shares with a $.01 par value to six million (6,000,000) shares
             of preferred stock with a $.01 par value.

             2. Pursuant to the provisions of the Nevada Revised
     Statutes, a majority of the stockholders holding issued and
     outstanding shares of the corporation entitled to vote gave their
     written consent to the adoption of the Amendment to Article
     Fourth of the Articles of Incorporation as follows:

             ARTICLE FOURTH. That the total number of stock
             authorized that may be issued by the Corporation is FIFTY
             SIX MILLON (56,000,000) shares of stock with a $.01
             par value. There shall be two classes of stock
             authorized, of the said shares, FIFTY MILLION (50,000,000)
             shall be designated as common shares and SIX MILLION (6,000,000)
             shall be designated as preferred shares. Said shares may be
             issued by the Corporation from time to time for such consideration
             as rnay be fixed from time to time by the Corporation's Board of
             Directors.











               In witness whereof, the undersigned being the President and
Secretary of Ultimate Security Systems Corporation, a Nevada corporation,
hereunto affix their signatures this 30th day of November, 2000.

Ultimate Security Systems Corporation




By:                                            By:
   ----------------------------------            ------------------------------
Its:  Secretary                                Its: President











 This certificate is attached to a 2 page Certificate of amendment documctit for
 Ultimate Security Systems Corporation dated Novernber 30, 2000

 State of California
 County of Orange

On November :30, 2000, before me, Krystal L. Rivas Notary Public, pcrwnally
appeared James K. Cooper, personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person (s) whose name (s) is/tire subscribed
to the within instrument and ocknowlcdgc to me that he/slic/they executed the
same in his/hci/tlicir authorized capacity (its), and that by his/leer/their
sit;natttre (s) on the instrument the person (s), or entity upon behalf of which
the person (s) acted, executed the instrun lent. Witness m~ hand and official


Witness my hand and offical seal.
                                                           (Notary-California)


---------------------------------
Krystal L. Rivas, Notary Public