EXHIBIT 3.13

        CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
        (After Issuance of Stock)               Filed by:


                      ROYAL FINANCIAL CORPORATION
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                          Name of Corporation

        The undersigned, MICHEL ATTIAS, the duly elected President and
Secretary of ROYAL FINANCIAL CORPORATION does hereby certify:

        That the Board of Directors of said corporation, pursuant to an
Unanimous Written Consent dated July 9, 2001, adopted a resolution to amend
the original articles as follows:

                Article I of the Articles of Incorporation is amended to read
as follows:

                        "FIRST:  The name of the corporation is:
                                 Patriot Motorcycle Corporation."

                Article IV of the Articles of Incorporation is amended to read
as follows:

"FOURTH:
        A.      The total number of voting common stock authorized that may be
issued by the Corporation is FIFTY MILLION (50,000,000) shares of stock with
$.001 par value.  The total number of shares of preferred stock authorized
that may be issued by the Corporation is FIVE MILLION (5,000,000) shares of
stock with $.001 par value.  The Board of Directors is authorized to provide
for the issuance of shares of Preferred Stock in series and, by filing a
certificate pursuant to the applicable law of the State of Nevada, to
establish from time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and rights of the
shares of each such series and the qualifications, limitations or restrictions
thereof, to the full extent now or hereafter permitted by the laws of the
State of Nevada.  The number of shares of the corporation outstanding and
entitled to vote on an amendment to the Articles of Incorporation is
47,474,382 that the said change(s) and amendment have been consented to and
approved by a majority vote of the stockholders holding at least a majority of
each class of stock outstanding and entitled to vote thereon.

        B.      Of the FIVE MILLION (5,000,000) authorized shares of Preferred
Stock as stated above, FOUR HUNDRED THOUSAND (400,000) shares of Preferred
Stock shall be Series A Convertible Preferred Stock with the rights and
attributes as set forth in the Statement of Attributes attached hereto as
Appendix A."



________________/s/__________________
*Michel Attias, President and Secretary

State of California                             )
                                                ) ss:
County of Riverside                             )


On July 9, 2001, before me, Anne Kim Chou, a Notary Public in and for said
State, personally appeared Michel Attias, proved to me on the basis of
satisfactory evidence to be the persons whose names subscribed to the within
instrument and acknowledged that executed the same.

Witness my hand and official seal.

____/s/__Anne Kim Chou___________
NOTARY PUBLIC


        (NOTARY STAMP OR SEAL)
* Only the President or Vice President's signature need to be acknowledged.


APPENDIX A

STATEMENT OF ATTRIBUTES OF SERIES A CONVERTIBLE PREFERRED STOCK

The following Statement of Attributes sets forth the specific attributes to be
attached to the class of Series A Convertible Preferred Stock (the "Series A
Stock") of Patriot Motorcycle Corporation, a Nevada corporation (the
"Corporation"), as prescribed by the Board of Directors of the Corporation in
accordance with Section 78.195 of the Domestic and Foreign Corporation Laws of
the State of Nevada (the "Nevada Corporations Law"):

1.      VOTING RIGHTS.  The holders of Series A Stock shall have voting rights
providing for one (1) vote for each share of Series A Stock owned by such
holder on all matters that are properly subject to the vote of all holders of
common stock of the Corporation.

2.      LIQUIDATION RIGHTS.

(a)     Upon any liquidation, dissolution, or winding up of the Corporation,
whether voluntary or involuntary, before any distribution or payment shall be
made to the holders of any Common Stock, the holders of the Series A Stock
shall be entitled to be paid out of the assets of the Corporation an amount
(the "Liquidation Preference") equal to the product of (i) the original amount
paid by the holder thereof (the "Original Issue Price") for each share of
Series A Stock owned by such holder as of the effective date of such
liquidation (the "Liquidation Date"), multiplied by (ii) the number of shares
of Series A Stock owned of record by such holder as of the Liquidation Date
(as adjusted for any combinations, splits, recapitalization and the like with
respect to such shares in the manner set forth herein).

(b) After the payment of the full Liquidation Preference as set forth in
Section 2(a) above, the remaining assets of the Corporation legally available
for distribution, if any, shall be distributed among all holders of the Common
Stock until such time as they have received, in the aggregate, an amount equal
to the total amount of the Liquidation Preference distributed to the holders
of the Series A Stock pursuant to Section 2(a) above, which amount shall be
distributed to each holder of Common Stock on a pro rata basis in accordance
with such Common Stock holder's percentage of ownership of the total number of
shares of Common Stock issued by the Corporation and outstanding as of the
Liquidation Date.

(c) Upon completion of the distributions described in Sections 2(a) and 2(b)
above, to the extent that there remains any further, undistributed assets of
the Corporation, each of the holders of Common Stock and the Series A Stock
shall receive, on a pro rata basis in accordance with such Common and Series A
Stock holder's percentage of ownership of the total combined number of shares
of Common Stock and Series A Stock outstanding as of the Liquidation Date, the
remaining amount of undistributed assets of the Corporation available for
distribution as of such Liquidation Date.

(d)     The following events shall be considered a "liquidation" under this
Section:

(i) any consolidation or merger of the Corporation with or into any other
corporation or other entity or person, or any other corporate reorganization,
in which the stockholders of the Corporation sell or transfer to any other
party or parties all or substantially all of the capital stock of the
Corporation ( an "Acquisition");

(ii) a sale, lease or other disposition of all or substantially all of the
assets of the Corporation (an "Asset Transfer"); or

(iii) the occurrence of at least one of any of the events described in
Sections 78.620 through 78.630, Section 78.650 or 78.655 of the Nevada
Corporations Law.

(e)     If, upon any liquidation, distribution, or winding up, the assets of
the Corporation shall be insufficient to make payment in full to all holders
of Series A Stock of the Liquidation Preference set forth in Section 2(a)
after payment in full of all other outstanding debts, judgments or other
obligations of the Corporation as of the Liquidation Date, then such assets
shall be distributed among the holders of the Series A Stock at the time
outstanding, on a pro rata basis in proportion to the full amounts to which
they would otherwise be respectively entitled if the entire amount due and
payable pursuant to Section 2(a) above were available for distribution at such
time.

3.      CONVERSION RIGHTS.

The holders of the Series A Stock shall have the following rights with respect
to the conversion of the Series A Stock into an equivalent number of shares of
Common Stock (the "Conversion Rights"):

(a)     CONVERSION DATE.  Each Series A Stock shall automatically convert into
ten (10) shares of Common Stock within ten (10) days after the earlier to
occur of (a) the date that such conversion is requested by the holder of
Series A Stock as contemplated herein; (b) the initial public offering of the
Common Stock on a registration statement filed with the Securities and
Exchange Commission; or (c) the acquisition of all or substantially all of the
assets or capital stock of the Company.  No fractional shares or scrip
representing fractions of shares will be issued on conversion, but the number
of shares issuable shall be rounded up or down, as the case may be, to the
nearest whole share.

(b)     CONVERSION RATE.  Each share of Series A Stock is convertible, without
further consideration from the Holder thereof, into ten (10) shares of Common
Stock.

(c)     MECHANICS OF CONVERSION.  Such conversion shall be effectuated by
surrendering to the Company, or its attorney, the Series A Stock to be
converted, together with a written document, signed by the holder of Series A
Stock, requesting that such conversion be effected.

(d)     COMMON STOCK TO BE ISSUED.  Upon the conversion of any Series A Stock
and upon receipt by the Company or its attorney of a facsimile or original of
the holder's signed request for conversion, the Corporation shall issue the
applicable stock certificate with restrictive legends as required by
applicable law, in the name of the purchaser (or its nominee) and in such
denominations to be specified at conversion representing the number of shares
of Common Stock issuable upon such conversion, as applicable.

(e)     RESERVATION OF STOCK ISSUABLE UPON CONVERSION.  The Corporation shall
at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the shares of the Series A Stock, such number of its shares of Common Stock as
shall from time to time by sufficient to effect the conversion of all
outstanding shares of the Series A Stock.  If at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to
effect the conversion of all then outstanding shares of the Series A Stock,
the Corporation will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purpose.

(f)     FRACTIONAL SHARES.  No fractional shares of Common Stock shall be
issued upon conversion of Series A Stock.  All shares of Common Stock
(including a fraction thereof) issuable upon conversion of more than one share
of Series A Stock by a holder thereof shall be aggregated for purposes of
determining whether the conversion would result in the issuance of any
fractional share.  If, after the aforementioned aggregation, the conversion
would result in the issuance of any fractional share, the Corporation shall,
in lieu of issuing any fractional share, round the fraction up or down, as the
case may be, to the nearest whole share.

(g)     NOTICES.  Any notice required by the provisions of this Section 3
shall be in writing and shall be deemed effectively given:  (i) upon personal
delivery to the party to be notified; (ii) when sent by confirmed telex or
facsimile if sent during normal business hours of the recipient; or,  if not,
then on the next successive business day; (iii) five (5) days after having
been sent by registered or certified mail, return receipt requested, postage
prepaid; or (iv) one (1) day after deposit with a nationally recognized
overnight courier, specifying next day delivery, with written verification of
receipt.  All notices shall be addressed to each holder of record at the
address of such holder appearing on the books of the Corporation as of the
date of such notice.

(h)     PAYMENT OF TAXES.  The Corporation will pay all taxes (other than
taxes based upon income) and other governmental charges that may be imposed
with respect to the issue or delivery of shares of Common Stock upon
conversion of shares of Series A Stock, excluding any tax or other charge
imposed in connection with any transfer involved in the issue and delivery of
shares of Common Stock in a name other than that in which the shares of Series
A Stock so converted were registered.

        (i)     OTHER RIGHTS.  Except to the extent specifically set forth
herein, the holders of the Series A Stock shall be entitled to all of the
rights and benefits enjoyed by the holders of the Corporation's Common Stock
under its Articles of Incorporation and Bylaws, as the same may be amended
from time to time, and under applicable law.

4.      ADJUSTMENT FOR STOCK SPLITS AND COMBINATIONS.  If the Corporation
shall at any time or from time to time after the date that the first share of
Series A Stock is issued (the "Original Issue Date") effect a subdivision of
the outstanding shares of Common Stock without providing for a corresponding
subdivision of the number of shares of Series A Stock outstanding as of such
date, then, the stock price in effect immediately before that subdivision
shall be proportionately decreased.  Conversely, if the Corporation shall at
any time or from time to time after the Original Issue Date combine the
outstanding shares of Common Stock into a smaller number of shares without
providing for a corresponding combination of the outstanding Series A Stock,
then the stock price in effect immediately before the combination shall be
proportionately increased.  Any adjustment under this Section 4 shall become
effective at the close of business on the date the applicable subdivision or
combination becomes effective.

5.      ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE AND SUBSTITUTION.  If at any
time or from time to time after the Original Issue Date, the Common Stock
issuable upon the conversion of the Series A Stock is changed into the same or
a different number of shares of any class or classes of stock, whether by
recapitalization, reclassification or otherwise, then, in any such event, each
holder of Series A Stock shall have the right thereafter to convert such stock
into the kind and amount of stock and other securities and property receivable
upon such recapitalization, reclassification or other change by holders of the
maximum number of shares of Common Stock into which such shares of Series A
Stock could have been converted immediately prior to such recapitalization,
reclassification or change, all subject to further adjustment as provided
herein or with respect to such other securities or property by the terms
thereof.

6.      NOTICES OF RECORD DATE.  Upon (i) any taking by the Corporation of a
record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any distribution,
or (ii) any acquisition or other capital reorganization of the Corporation,
any reclassification or recapitalization of the capital stock of the
Corporation, any merger or consolidation of the Corporation with or into any
other corporation, any asset transfer, or any voluntary or involuntary
dissolution, liquidation or winding up of the Corporation, the Corporation
shall mail to each holder of Series A Stock at least ten (10) days prior to
the record date specified therein a notice specifying: (A) the date on which
any such record is to be taken for the purpose of such distribution and a
description of such distribution; (B) the date on which any such acquisition,
reorganization, reclassification, transfer, consolidation, merger, asset
transfer, dissolution, liquidation or winding up is expected to become
effective; and (C) the date, if any, that is to be fixed as to when the
holders of record of Common Stock (or other securities) shall be entitled to
exchange their shares of Common Stock (or other securities) for securities or
other property deliverable upon such acquisition, reorganization,
reclassification, transfer, consolidation, merger, asset transfer,
dissolution, liquidation or winding up.

7.      ORIGINAL ISSUE PRICE.  The original issue price is Two Dollars and
Thirty Cents ($2.30) (the "Original Issue Price").

8.      DIVIDENDS.  The holders of the Series A Stock shall be entitled to
receive cumulative non-compounded annual dividends equal to ten percent (10%)
of the Original Issue Price before any dividends are declared or paid on the
Company's Common Stock, and before any of the Company's Common Stock is
redeemed.  The cumulative non-compounded annual dividend shall be paid by the
issuance of additional Series A Stock based on the Original Issue Price as
provided in Section 7 of this Certificate.