COGNIGEN NETWORKS INC
10-K, EX-3.2, 2000-10-13
CRUDE PETROLEUM & NATURAL GAS
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EXHIBIT 3.2

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
CELLULAR RADIO SYSTEMS, INC.
a Colorado Corporation

     Pursuant to the provisions of the Colorado Corporation Act, the undersigned
corporation  ("Corporation")  adopts the following  Articles of Amendment to its
Articles of Incorporation.

     FIRST:  The  following  amendments  to the Articles of  Incorporation  were
adopted by the  Shareholders  of the  Corporation on May 31, 1988, in the manner
prescribed by the Colorado  Corporation Act,  amending Article I of the original
Articles of Incorporation as follows:

ARTICLE I:  NAME
----------------

     The name of the Corporation is: SILVERTHORNE PRODUCTION COMPANY.

     SECOND:  The foregoing  amendment was adopted at the annual  meeting of the
Shareholders, which meeting was held pursuant to Notice on May 31, 1988, and the
Shareholders in compliance with the requirements of C.R.S.ss. 7-2-107.


Dated:  June 8, 1988.


                                            CELLULAR RADIO SYSTEMS INC.,
                                            a Colorado corporation

                                            /s/ David R. Reitsema
                                            ----------------------------
                                            David R. Reitsema, President

                                            /s/ Steven Potter
                                            ------------------------
                                            Steven Potter, Secretary


<PAGE>


STATE OF COLORADO        )
                                 )ss.
COUNTY OF ARAPAHOE               )

         I,  Lucy E.  DeMuth,  a Notary  Public in and for the said  County  and
State, hereby certify that David R. Reitsema and Steven Potter, who acknowledged
that they are the  President  and  Secretary,  respectively,  of CELLULAR  RADIO
SYSTEMS,  INC.,  personally  known to me and signed the  foregoing  ARTICLES  OF
AMENDMENT  as their free and  voluntary  act and deed for the uses and  purposes
therein set forth, and that the facts contained therein are true.

         In witness  whereof,  I have hereunto set my hand and seal this 8th day
of June, 1988.

                                                     /s/ Lucy E. DeMuth
                                                     ------------------
                                                     Lucy E. DeMuth





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