EXHIBIT 3.3A



                              ARTICLES OF AMENDMENT

                                     TO THE

                            ARTICLES OF INCORPORATION

                                       OF

                                 AQUASEARCH, INC

         Pursuant to the provisions of the Colorado Business Corporation Act,
the undersigned corporation adopts the following Articles of Amendment to it
Articles of Incorporation:

         FIRST:      The name of the corporation is Aquasearch, Inc.

         SECOND: The following amendment was adopted by the Board of Directors
and Shareholders of the corporation effective September 14, 2001 in the manner
prescribed by the Colorado Business Corporation Act:

         RESOLVED: That the Fourth Article of the Articles of Incorporation of
the corporation be, and it hereby is, changed to read as follows:

         (a) This Corporation is authorized to issue two classes of stock,
designated "Common Stock" and "Preferred Stock." The total number of shares of
Common Stock which this corporation shall have authority to issue is 200,000,000
shares. The total number of shares of Preferred Stock which this corporation
shall have authority to issue is 5,000,000 shares. Each share of Common Stock
and Preferred Stock shall have a par value of $0.0001 per share.

         The corporation's board of directors is hereby authorized, subject to
limitations prescribed by law and the provisions of this Fourth Article to
provide for the issuance of the shares of Preferred Stock in one or more series,
and by filing Articles of Amendment to the Articles of Incorporation pursuant to
the Colorado Business Corporation Act, to establish from time to time the number
of shares included in each such series, and to fix the designations,
preferences, limitations, and relative rights of the series of shares.

         The authority of the corporation's board of directors with respect to
each series shall include, but not be limited to, determination of the
following:

         A. The number of shares constituting that series and the distinctive
designation of that series;

         B. The dividend rate on the shares of that series, whether dividends
shall be cumulative and, if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of that series;

         C. Whether that series shall have the voting rights in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;

         D. Whether that series shall have conversion privileges, and, if so,
the terms and conditions of such privileges, including provision for adjustment
of the conversion rate in such events as the corporation's board of directors
shall determine;

         E. Whether or not the shares of that series shall be redeemable, and,
if so, the terms and conditions of such privileges, including the date or dates
upon or after which they shall be redeemable, and the amount per share payable
on case of redemption, which amount may vary under different conditions and at
different redemption rates;

         F. Whether that series shall have a sinking fund for the redemption or
purchase of shares of that series and, if so, the terms in the amount of such
sinking funds;

         G. The rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the corporation, and the
relative rights of priority, if any, of payment or shares of that series; and

         H. Any other relative rights, preferences and limitations of that
series.

         (b) Each shareholder of record shall have one vote for each share of
Common Stock standing in his or her name on the books of the corporation and
entitled to vote thereon. Cumulative voting shall not be permitted in the
election of directors or otherwise.

         (c) At all meetings of shareholders, one-third of the shares entitled
to vote at such meeting, represented in person or by proxy, shall constitute a
quorum.

         (d) The shareholders, by vote or concurrence of a majority of the
outstanding shares of the corporation, or any class or series thereof, entitled
to vote on the subject matter, may take any action which, except for this
Article, would require a two-thirds vote under the Colorado Business Corporation
Act, as amended.

         (e) No shareholder of the corporation shall have any preemptive or
other right to subscribe for any additional unissued or treasury shares of stock
or for other securities of any class, or for rights, warrants or options to
purchase stock, or for scrip, or for securities of any kind convertible into
stock or carrying stock purchase warrants or privileges.

         (f) The Board of Directors may from time to time distribute to the
shareholders in partial liquidation, out of stated capital or capital surplus of
the corporation, a portion of its assets, in cash or property, subject to the
limitations contained in the statutes of Colorado and these Articles of
Incorporation.

         THIRD: The number of shares voting for the amendment was sufficient for
approval.

         IN WITNESS WHEREOF, the undersigned has executed this Articles of
Amendment to the Articles of Incorporation on this 5th day of October, 2001.

                                  AQUASEARCH, INC.

                                  By   /s/  Mark E. Huntley
                                      --------------------------------
                                      Mark E. Huntley
                                      Chief Executive Officer and Chairman