PLANET RESOURCES INC /DE/
SB-2/A, EX-3, 2000-12-21
METAL MINING
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 CERTIFICATE
OF AMENDMENT

 OF

 CERTIFICATE OF
INCORPORATION

 OF

 NEW PLANET
RESOURCES, INC.


FIRST:   That Article I of the Certificate of Incorporation be and it hereby is
amended to read as follows:

         RESOLVED,  that the  Certificate  of  Incorporation  of New Planet
Resources,  Inc. be amended by changing the First Article
      thereof so that, as amended, said Article shall be and read as follows:

         The name of the Corporation is Planet Resources, Inc.

SECOND:  That the amendment was duly adopted in accordance with the provisions
of section 242 of the General Corporation Law of the State of Delaware.

EXECUTED this 15th day of
July, 1999.

/s/A.W. Dugan
--------------------------------------------
A.W. Dugan, President and Majority Shareholder



/s/Jacque N. York
-----------------------------------------------------
Jacque N. York, Secretary




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