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 _________,
2002, 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 preferred stock
        of the corporation be changed from twelve million (12,000,000) shares
        with a $.01 par value to fifteen million (15,000,000) 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-FIVE MILLION (65,000,000) 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 FIFTEEN MILLION (15,000,000) 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 Chief Executive Officer
and Secretary of Ultimate Security Systems Corporation, a Nevada corporation,
hereunto affix their signatures this ___ day of __________________, 2002.

Ultimate Security Systems Corporation,
a Nevada corporation


By:                                           By:
    ----------------------------------            -----------------------------
Its:  Chief Executive Officer                 Its:   Secretary






                                 ACKNOWLEDGEMENT