LIEGE HOLDINGS INC
10SB12G/A, EX-2.III, 2000-06-30
NON-OPERATING ESTABLISHMENTS
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                                                                 Exhibit 2(iii)



                              ARTICLES OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                               LIEGE HOLDING, INC.

      Pursuant to the provisions of the Florida Business Corporation Act,
Chapter 607, Florida Statutes, the undersigned corporation certifies as follows
and adopts the following Articles of Amendment to its Articles of Incorporation:

      1.   The name of the corporation is: LIEGE HOLDING, INC.

      2.   The Articles of Incorporation of the said Florida corporation were
           filed on March 22, 1999, and assigned document # P99000028245.

      3.   The following amendments of the Articles of Incorporation were
           adopted by the sole incorporator of the corporation, there being no
           shares yet issued by the corporation.

           ARTICLES III and VI are hereby deleted in their entirety and new
           ARTICLES III and VI are adopted as follows:

                          "ARTICLE III - CAPITAL STOCK

                  The total authorized capital stock of this Corporation shall
           consist of Fifty Million (50,000,000) shares of voting common stock,
           having a par value of $.001 each, amounting in the aggregate to Fifty
           Thousand Dollars ( $50,000.00). All stock when issued shall be fully
           paid for and shall be nonassessable and shares of the Corporation are
           not to be divided into classes.

                  The holders of the outstanding capital stock shall be entitled
           to receive, when and as declared by the Board of Directors, dividends
           payable either in cash, in property, or in shares of the capital
           stock of the Corporation. In any event, dividends on the common stock
           of this Corporation shall have no cumulative rights whatsoever and
           dividends will not accumulate if the Directors do not declare
           dividends, whether or not there is a surplus available to the Board
           of Directors for payment of dividends.

                  Each shareholder of this Corporation shall have one vote per
           share of issued and outstanding shares."




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                                     "ARTICLE VI - DIRECTORS

                  The Corporation shall have a maximum of seven (7) Directors,
           under such terms and conditions as shall be specified in the Bylaws."

      4.   The date of adoption for each of the above amendments is December 1,
           1999.

Signed this 9th day of December 1999.



                                                     /s/ John O'Keefe
                                                         Incorporator





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