EXHIBIT 3

                          Certificate of Good Standing

(SEAL OF STATE OF COLORADO OMITTED)

                               STATE OF COLORADO
                              DEPARTMENT OF STATE
                                  CERTIFICATE

I, VICTORIA BUCKLEY,  SECRETARY OF STATE OF THE STATE OF COLORADO HEREBY CERTIFY
THAT

                    ACCORDING TO THE RECORDS OF THIS OFFICE

                             RPM TECHNOLOGIES, INC.
                             (COLORADO CORPORATION)

FILE #  199712043365  WAS FILED IN THIS  OFFICE  ON  DECEMBER  18,  1997 AND HAS
COMPLIED WITH THE APPLICABLE PROVISIONS OF THE LAWS OF THE STATE OF COLORADO AND
ON THIS DATE IS IN GOOD  STANDING  AND  AUTHORIZED  AND  COMPETENT  TO  TRANSACT
BUSINESS OR TO CONDUCT ITS AFFAIRS WITHIN THIS STATE.

Dated:  November 23, 1998

By: /s/ Victoria Buckley
------------------------
        Victoria Buckley, Secretary of State



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