MEGAMEDIA NETWORKS INC
SB-2, EX-3.3, 2000-09-01
BLANK CHECKS
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                              ARTICLES OF AMENDMENT

                                     TO THE

                            ARTICLES OF INCORPORATION

                                       OF

                                 ACE INVESTMENTS

     WE, THE UNDERSIGNED,  pursuant to the Utah Business Corporation Act, hereby
adopt the  following  Articles of  Amendment  as a revision  of the  Articles of
Incorporation of Ace Investments.

                                    ARTICLE I

     The name of the Corporation is Ace Investments.

                                   ARTICLE II

     The duration of the corporation is perpetual.

                                   ARTICLE III

     The following  amendments to the Articles of Incorporation were approved by
the shareholders:

     Article I of the Articles of  Incorporation  of this Corporation is amended
so that it will read in its entirety as follows:

     The name of this Corporation is Matlock Communications Companies, Inc.

     Article IV of the Articles of  Incorporation of this Corporation is amended
so that it will read in its entirety as follows:

               The aggregate number of shares which this corporation  shall have
          authority  to issue is ONE  HUNDRED  MILLION  (100,000,000)  shares of
          $0.001 par value common stock. All stock of the corporation shall have
          the same rights and  preferences.  Fully paid stock of the corporation
          shall not be liable to any further call or assessment.

                                   ARTICLE IV

     The amendments set forth in Article III were adopted August 27, 1986.

                                    ARTICLE V

     The number of shares  issued and  outstanding  and entitled to vote on said
amendments on August 27, 1986 was 11,250,000.

                                   ARTICLE VI

     7,657,500 shares voted for said amendments, and 0 shares voted against said
amendments.

                                       DATED this 27th day of August, !986.

                                                  ACE INVESTMENTS






<PAGE>


                                                  /S/ STEPHEN J. MATLOCK
                                                  President

                                                  /S/ MELANIE R. MATLOCK
                                                  Secretary

STATE OF  UTAH
                                                        SS.
COUNTY OF SALT LAKE


     I, THE UNDERSIGNED, a Notary Public, hereby certify that on the 27th day of
August,  1986,  Stephen J.  Matlock and Melanie R. Matlock  personally  appeared
before me, who,  being by me first sworn,  severally  declared that they are the
persons who signed the  foregoing  document as  corporate  officers and that the
statements therein contained are true.

                                             2

                                       DATED this 27th day of August, 1986.

                                       NOTARY PUBLIC
                                       Residing at: Salt Lake County

My Commission Expires:
Oct. 15, 1988







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