CERTIFICATE AMENDING ARTICLES OF INCORPORATION

                                       OF

                      ULTIMATE SECURITY SYSTEMS CORPORATION

     The undersigned, being the President and Secretary of ULTIMATE SECURITY
SYSTEMS CORPORATION, a Nevada Corporation, herby certify that by majority vote
of the Board of Directors and majority vote of the stockholders at a meeting
held on April 7, 1997 , it was agreed by unanimous vote that this CERTIFICATE
AMENDING ARTICLES OF INCORPORATION be filed.

     The undersigned further certifies that the original Articles of
Incorporation of ULTIMATE SECURITY SYSTEMS CORPORATION were filed with the
Secretary of State of Nevada on the 18th day of August, 1994. The undersigned
further certifies that ARTICLES FOURTH of the original Articles of Incorporation
filed on the 18th day of August, 1994, herein is amended to read as follows:

                                 ARTICLE FOURTH

That the total number of stock authorized that may be issued by the Corporation
is TWENTY-FIVE MILLION (25,000,000) shares @ $.01 par value. There shall be two
classes of stock authorized, of the said shares, TWENTY MILLION (20.000,000)
shall be designated as common shares and FIVE MILLION (5,000;000) shall be
designated as preferred . Said shares may be issued by the corporation from time
to time for such considerations as may be fixed from time to time by the Board
of Directors..







                 CERTIFICATE AMENDING ARTICLES OF INCORPORATION
                                       OF
                      ULTIMATE SECURITY SYSTEMS CORPORATION

 The undersigned hereby certify that they have on this 12th say of May, 1997,
 executed this Certificate Amending the original Articles of Incorporation
 heretofore fled with the Secretary of State of Nevada.

                                                      -------------------------
                                                      President

                                                      -------------------------
                                                      Secretary
STATE OF CALIFORNIA
                 )SS:
COUNTY OF ORANGE

on this 14th day of May, 1997, before me, the undersigned, a Notary Public in
and for the County of ORANGE, State of CALIFORNIA personally appeared:
Known to me to be the person(s) whose name(s) are subscribed to the foregoing
Certificate Amending Articles of Incorporation and acknowledged to me that they
executed the same.



                               ----------------------------------------
                                    Notary Public

[GRAPHIC OMITTED]