IN FULL AFFECT 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
                              IN FULL AFFECT, INC.

         The undersigned, being the President and Secretary of IN FULL AFFECT,
INC., a Nevada 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 IN FULL AFFECT, INC. were filed with the Secretary of State of
Nevada on the 2ND day of July, 1997. The undersigned further certifies that
ARTICLE FOURTH of the original Articles of Incorporation filed on the 2nd day of
July, 1997, 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 Nevada.

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

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

746050


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