CERTIFICATE OF AMENDMENT
                       TO THE 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 - day of June, 2001, 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
outstandin stock of the corporation for the following purpose:

            To amend Article Fourth to provide that the authorized preferred
stock of the corporation be changed from six million (6,000,000) shares with a
$.O1 par value to twelve million (12,000,000) 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 SIXTY-TWO MILLION (62,000,000)
            shares of stock with a $.O1 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 TWELVE MILLION (12,000,000)
            shall be designated as preferred shares. Said shares may be issued
            by the Corporation from time to time for such consideration as may
            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 Corporation, a Nevada corporation, hereunto affix their
signatures this 15th day of June, 2001.

Ultimiate Security Systems Corporation,
a Nevada corporation

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