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EXHIBIT 3.3

                              ARTICLES OF AMENDMENT

                                       TO

                            ARTICLES OF INCORPORATION

                                       OF

                        TELECOMMUNICATION PRODUCTS, INC.

     Pursuant to ss. 7-110-106, Colorado Revised Statutes (C.R.S.), the
individual named below causes these Articles of Amendment to its Articles of
Incorporation to be delivered to the Colorado Secretary of State for filing, and
states as follows:

     FIRST: The name of the corporation is TELECOMMUNICATION PRODUCTS, INC.

     SECOND: The Articles of Incorporation of the corporation are amended hereby
by the addition of the following provision stating the number, designations
relative rights, preferences and limitations of the Series A Preferred Stock,
par value $1.00 par share, as fixed by the Board of Directors of the corporation
before the issuance of such Series A Preferred Stock, under the authority
contained in the Articles of Incorporation:

 I. SERIES A PREFERRED STOCK.

     A. DESIGNATION OF SERIES A PREFERRED STOCK. A total of 1,000,000 of the
authorized shares of Preferred Stock shall be designated "Series A Preferred
Stock" ("Series A Preferred Stock").

     B. RIGHTS, PREFERENCES AND RESTRICTIONS OF SERIES A PREFERRED STOCK. The
rights, preferences, restrictions and other matters relating to the Series A
Preferred Stock are as follows:

         1. DIVIDEND PROVISIONS.

              a) CASH DIVIDENDS. The holders of shares of Series A Preferred
Stock shall be entitled to receive, when and as declared by the Board of
Directors out of any funds legally available therefor, any dividend or other
distributions paid with respect to the Common Stock of the Corporation (the
"Common Stock"), in the same amount per share as holders of such Common Stock
are entitled to receive for the number of shares into which each share of Series
A Preferred Stock is convertible.

              b) NONCASH DISTRIBUTIONS. If any of the assets of the Corporation
are to be distributed other than in cash under this paragraph 1 or for any
purpose, then the Board of Directors of the corporation shall in good faith
determine the value of the assets. In the event of any dispute between the
holder of the Series A Preferred Stock and the Corporation regarding the
determination of the fair market value of the assets, the Corporation shall
promptly engage an independent, competent appraiser to determine the value of
the assets to be distributed to the holders of the Series A Preferred Stock or
Common Stock. The Corporation shall, upon receipt of such appraiser's valuation,
give prompt written notice to each holder of shares of Series A Preferred Stock
or Common Stock of the appraiser's valuation.


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         2.       LIQUIDATION PREFERENCE

              a) In the event of any "Liquidation" (as such term is defined
below) of the Corporation, either voluntary or involuntary, the holders of
Series A Preferred Stock shall be entitled to receive, prior and in preference
to any distribution of any of the assets of the Corporation to the holders of
the Common Stock by reason of their ownership thereof, an amount per share equal
to $1.00 for each outstanding share of Series A Preferred Stock (the "Series A
Issue Price"). All references to the Series A Issue Price shall be deemed
references to such term as adjusted for any subsequent combinations,
consolidations, stock dividends or stock splits with respect to the shares of
Series A Preferred Stock. If upon the occurrence of such event, the assets and
funds thus distributed among the holders of the Series A Preferred Stock shall
be insufficient to permit the payment to such holders of the full aforesaid
preferential amounts then the entire assets and funds of the Corporation legally
available for distribution shall be distributed ratably among the holders of the
Series A Preferred Stock in proportion to the amount of such stock owned by each
such holder. As used herein, the term "Liquidation" shall be deemed to consist
of any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, a consolidation or merger of the Corporation into or
with any other entity or entities which results in the exchange of outstanding
shares of the Corporation for securities or other consideration issued or paid
or caused to be issued or paid by any such other entity or affiliate thereof
(other than a merger to reincorporate the Corporation in a different
jurisdiction) in which the shareholders of the Corporation do not continue to
hold at least a 50% interest in the successor entity, a transaction or series of
transactions that results in the transfer of more than 50% of the voting power
of the Corporation, and the sale, lease, abandonment, transfer or other
disposition by the Corporation of all or substantially all its assets.

              b) Upon the completion of the distribution required by the
preceding paragraph and any other distribution that may be required with respect
to series of Preferred Stock that may from time to time come into existence, if
assets and funds legally available for distribution shall remain in the
Corporation, all of such assets and funds shall be distributed among the holders
of the Common Stock.

         3. PROTECTIVE PROVISIONS. In addition to any vote that may be required
by law, so long as any of the Series A Preferred Stock shall be outstanding, the
corporation shall not, without obtaining the approval (by vote or written
consent, as provided by law) of the holders of more than 50% of the then
outstanding shares of Series A Preferred Stock ("Series A Approval") an
indicated below:

              a) Alter or change the rights, preferences or privileges of the
Series A Preferred Stock;

              b) Increase the authorized number of shares of Series A Preferred
Stock;

              c) Create any new class or series of shares having preferences
over, or being on a parity with Series A Preferred Stock as to liquidation
preference;

              d) Purchase redeem or otherwise acquire (or pay into or set aside
for a sinking fund for such purpose), any of the Common Stock of the
Corporation, provided however, that this restriction shall not apply to the
repurchase of shares of Common Stock from directors officers, consultants or
employees of the Corporation or any subsidiary pursuant to agreements approved
by the Board of Directors under which the Corporation has the option to
repurchase such shares upon the occurrence of certain events, including
termination of employment or services; or

              e) Amend, repeal, or waive any material provision of, or add any
material provision to, the Corporation's Articles of Incorporation or Bylaws if
such action would alter or change preferences, rights, privileges or powers of,
or the restrictions provided for the benefit of, the Series A Preferred Stock.

         4. VOTING RIGHTS. Holders of Series A Preferred Stock shall be entitled
to unlimited voting rights. Each holder of record of Series A Preferred Stock
shall have one vote for each share of Series A Preferred Stock standing in his
name on the books of the Corporation and entitled to vote, except that in the
lection of directors each shareholder shall have as many votes for each share
held by him as there are directors to be elected and for whose election the
shareholder has a right to vote. Except as otherwise required by law, holders of
Series A Preferred Stock shall have voting rights and powers equal to the voting
rights and powers of the Common Stock. The holder of each share of Series A
Preferred Stock shall be entitled to notice of any shareholders' meeting in
accordance with the bylaws of the Corporation and shall vote together as a
single class with holders of the Common Stock upon the election of directors and
upon any other matter submitted to a vote of shareholders except those matters
required by law to be submitted to a class vote.

     THIRD: The foregoing amendment to the Articles of Incorporation was adopted
on June 30, 2002, as prescribed by the Colorado Business Corporation Act. Such
amendment was adopted by the Board of Directors where shares have been issued
and shareholder action was not required.

     FOURTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows: None.

     FIFTH: The (a) name or names, and (b) mailing address or addresses, of any
one or more of the individuals who cause this document to be delivered for
filing, and to whom the Secretary of State may deliver notice if filing of this
document is refused, are:

                       Robert Russell
                       9171 Wilshire Blvd., Suite B
                       Beverly Hills, California 90210
                       (310) 281-2571