CERTIFICATE OF AMENDMENT
                                                        TO
                                           CERTIFICATE OF INCORPORATION
                                                        OF
                                               ALBION VENTURES, INC.
                                             (a Delaware corporation)





         ALBION VENTURES,  INC., a corporation  organized and existing under and
by virtue of the General Corporation Law of the State of Delaware:

         DOES HEREBY CERTIFY:

         1. The following  resolution has been unanimously  adopted by the board
of directors and a majority of the stockholders of the Corporation in accordance
with  Section 242 of the  Delaware  General  Corporation  Law for the purpose of
amending the corporation's Certificate of Incorporation.  The resolution setting
forth the proposed amendment is as follows:

                  RESOLVED,   that  the  Certificate  of  Incorporation  of  the
         Corporation  be amended  by  changing  the  Articles  thereof  numbered
         "FIRST"  so  that,  as  amended,  said  Articles  shall  be and read as
         follows:

         FIRST:  The name of the corporation is Albion Aviation, Inc.

         2.  That  said  amendment  was  duly  adopted  in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

         IN WITNESS WHEREOF, ALBION VENTURES, INC. has caused this certificate
 to be signed by its duly authorized officer, this 16th day of May, 2000.


ALBION VENTURES, INC.




Jehu Hand, President and Secretary



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