CAPROCK CANYON INVESTMENTS INC
10SB12G/A, EX-3.I.2, 2000-06-06
NON-OPERATING ESTABLISHMENTS
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                                                                       EXHIBIT 2

                                   CERTIFICATE
                       AMENDING ARTICLES OF INCORPORATION
                                       OF
                        CAPROCK CANYON INVESTMENTS, INC.


         The undersigned, being the President and Secretary of CAPROCK CANYON
INVESTMENTS, INC., a Wyoming Corporation, hereby certify that a majority vote of
the Board of Directors and majority vote of the stockholders at a meeting held
on October 20, 1999, 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 CAPROCK CANYON INVESTMENTS, INC. were filed with the Secretary
of State of Wyoming on the 2nd day of August, 1996. The undersigned further
certifies that ARTICLE FOURTH of the original Articles of Incorporation filed on
the 2ND day of August, 1996, herein is amended to read as follows:

                                 ARTICLE FOURTH

         That the total number of authorized shares to be issued by the
Corporation is ONE HUNDRED MILLION (100,000,000) common stock with a par value
of ONE TENTH OF A CENT ($.001), no other class of stock shall be authorized.

         The undersigned hereby certify that they have on this 20th day of
October, 1999, executed this Certificate Amending the original Articles of
Incorporation heretofore filed with the Secretary of State of Wyoming.

                                             /s/ Daniel Hodges
                                             -----------------------------------
                                             President

                                             /s/ Daniel Hodges
                                             -----------------------------------
                                             Secretary

746153


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