PASSOVER MANAGEMENT INTERNATIONAL LTD
10SB12G/A, EX-3.I.2, 2000-06-06
NON-OPERATING ESTABLISHMENTS
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                                                                       EXHIBIT 2


                                  CERTIFICATE
                       AMENDING ARTICLES OF INCORPORATION
                                       OF
                    PASSOVER MANAGEMENT INTERNATIONAL, INC.


  The undersigned, being the President and Secretary of PASSOVER MANAGEMENT
INTERNATIONAL, 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 PASSOVER MANAGEMENT INTERNATIONAL, INC. were filed with the Secretary of
State of Nevada on the 20th day of June, 1997.  The undersigned further
certifies that ARTICLE FOURTH of the original Articles of Incorporation filed
on the 20th day of  June, 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
745987


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