RABATCO INC
10SB12G/A, EX-2.3, 2000-06-02
BUSINESS SERVICES, NEC
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                                                                     EXHIBIT 2.3


FILE # C26277-77
MAY 12 2000
IN THE OFFICE OF THE
DEAN HELLER SECRETARY OF STATE


              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
                                OF RABATCO, INC.

     Pursuant to Section 78.390 of the Nevada General  Corporation Law, Rabatco,
Inc., a Nevada  corporation,  DOES HEREBY CERTIFY AND ADOPT THIS  CERTIFICATE OF
AMENDMENT:

FIRST: The name of the Corporation is Rabatco, Inc.

SECOND: We the undersigned, Ray Torresan, President of Rabatco, Inc., and Amanda
Kerr, Secretary of Rabatco,  Inc., do hereby certify that the Board of Directors
of Rabatco, Inc. at a meeting duly convened, held on the 28th day of April, 2000
adopted a resolution to amend the original articles as follows:

Article I which presently reads as follows:

                                  ARTICLE FIRST
                                      Name

     The name of the Corporation is:

                                  Rabatco, Inc.

Is hereby amended in its entirety to read as follows:

                                  ARTICLE FIRST
                                      Name

     The name of the Corporation is:

                                MindfulEye, Inc.



THIRD: The number of shares of the corporation  outstanding and entitled to vote
on an amendment to the Articles of  Incorporation  is  13,815,000,  and that the
said  change(s)  and  amendment  have been  consented to and approved by written
consent  of  stockholders  holding  at least a  majority  of each class of stock
outstanding and entitled to vote thereon.



                                       1
<PAGE>

FOURTH:  This amendment shall be effective at 5:00 p.m.  (Eastern Standard Time)
on May 26, 2000.

    -------------------------------         ------------------------------------
    Ray Torresan,                           Amanda Kerr,
    President                               Secretary














                                       2

<PAGE>


State/Province of -------------------
County/City of ----------------------

On  ---------------------  personally  appeared before me, a Notary Public,  Ray
Torresan  and  Amanda  Kerr  who  acknowledged  that  they  executed  the  above
instrument.

[Notary Seal]
                                        ---------------------------------------
                                        Notary Public




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