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                                                                     Exhibit 4.1

              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

                                       OF

                                 UNIVERSE2U INC.

         The undersigned, Jeffrey Rosenthal, President of Universe2U Inc. (the
"Corporation") and Paul Pathak, Secretary of the Corporation, do hereby certify
in accordance with NRS 78.207 and NRS 78.209:

         That the original authorized capital stock of the Corporation prior to
the filing of this Certificate of Amendment of Articles of Incorporation has
been authorized in an amount of One Thousand Dollars ($1,000.00) consisting of
One Hundred Million (100,000,000) shares of common stock of the par value of
$0.00001 each;

         That the board of Directors of said Corporation at a meeting duly
convened and held on the 5th day of March 2001, adopted a resolution to amend
the original Articles of Incorporation of the Corporation as follows:

         Article Fourth is hereby amended and restated in its entirety to read
as follows:

          FOURTH: (a) Authorized Capital and Shares. The amount of total
          authorized capital stock of the Corporation is One Thousand One
          Hundred Dollars ($1,100.00) consisting of One Hundred Ten Million
          (110,000,000) shares divided into two classes, of which Ten Million
          (10,000,000) shares, $.00001 par value per share, shall be designated
          Preferred Stock and One Hundred Million (100,000,000) shares, $.00001
          par value per share, shall be designated Common Stock.

          (b) Preferred Stock. (I) Shares of Preferred Stock may be issued in
          one or more series, from time to time, with each such series to
          consist of such number of shares and to have such voting powers, full
          or limited, or no voting powers, and such designations, preferences
          and relative, participating, optional or other special rights, and the
          qualifications, limitations or restrictions thereof, as shall be
          stated in the resolution or resolutions providing for the issuance of
          such series adopted by the Board of Directors of the Corporation, and
          the Board of Directors is hereby expressly vested with authority, to
          the full extent now or hereafter provided by law, to adopt any such
          resolution or resolutions. The authority of the Board of Directors
          with respect to each series of Preferred Stock shall include, but not
          be limited to, determination of the following:

               (i) The number of shares constituting that series and the
               distinctive designation of that series;

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               (ii) The dividend rate on the shares of that series, whether
               dividends shall be cumulative, and, if so, from which date or
               dates, and the relative rights of priority, if any, of payment of
               dividends on shares of that series;

               (iii) Whether that series shall have voting rights, in addition
               to the voting rights provided by law, and, if so, the terms of
               such voting rights;

               (iv) Whether that series shall have conversion privileges, and,
               if so, the terms and conditions of such conversion, including
               provision for adjustment of the conversion rate in such events as
               the Board of Directors shall determine;

               (v) Whether or not the shares of that series shall be redeemable,
               and, if so, the terms and conditions of such redemption,
               including the date or date upon or after which they shall be
               redeemable, and the amount per share payable in case of
               redemption, which amount may vary under different conditions and
               at different redemption dates;

               (vi) Whether that series shall have a sinking fund for the
               redemption or purchase of shares of that series, and, if so, the
               terms and amount of such sinking fund;

               (vii) The rights of the shares of that series in the event of
               voluntary or involuntary liquidation, dissolution or winding up
               of the Corporation, and the relative rights of priority, if any,
               of payment with respect to shares of that series; and

               (viii) Any other relative rights, preferences and limitations of
               that series.

          (II) Voting Rights. Each holder of Common Stock, as such, shall be
          entitled to one vote for each share of Common Stock held of record by
          such holder on all matters on which stockholders generally are
          entitled to vote; provided, however, that, except as otherwise
          required by law, holders of Common Stock, as such, shall not be
          entitled to vote on any amendment to this Amended and Restated
          Articles of Incorporation (including any Certificate of Designations
          relating to any series of Preferred Stock) that relates solely to the
          terms of one or more outstanding series of Preferred Stock if the
          holders of such affected series are entitled, either separately or
          together with the holders of one or more other such series, to

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          vote thereon pursuant to this Amended and Restated Articles of
          Incorporation (including any Certificate of Designations relating to
          any series of Preferred Stock) or pursuant to Section 78.350 of the
          Nevada Revised Statutes ("NRS").

          (c) No Class Vote On Changes in Authorized Number of Shares of
          Preferred Stock. Subject to the rights of the holders of any series of
          Preferred Stock pursuant to the terms of the Amended and Restated
          Articles of Incorporation or any resolution or resolutions providing
          for the issuance of such series of stock adopted by the Board of
          Directors, the number of authorized shares of Preferred Stock may be
          increased or decreased (but not below the number of shares thereof
          then outstanding) by the affirmative vote of the holders of a majority
          of the stock of the Corporation entitled to vote generally in the
          election of directors irrespective of the provisions of Section 78.330
          of the NRS.

          (d) No Preemptive Rights. No holder of stock of the Corporation of any
          class, now or hereafter authorized, shall have any preferential or
          preemptive right to subscribe for, purchase or receive any stock of
          the Corporation of any class, now or hereafter authorized, or any
          options or warrants for such stock, or any rights to subscribe for or
          purchase such stock, or any securities convertible into or
          exchangeable for such stock, which may at any time be issued, sold or
          offered for sale by the Corporation.

          (e) Liquidation, Dissolution, or Winding Up. In the event of any
          voluntary or involuntary liquidation, dissolution, or winding up of
          the affairs of the Corporation, after payment or provision for payment
          of the debts and other liabilities of the Corporation and of the
          preferential amounts, if any, to which the holders of Preferred Stock
          shall be entitled, the holders of all outstanding shares of Common
          Stock shall be entitled to share ratably in the remaining net assets
          of the Corporation.

          (f) Dividends. Subject to the preferential rights, if any, of the
          Preferred Stock, the holders of shares of Common Stock shall be
          entitled to receive, when and if declared by the Board of Directors,
          out of the assets of the Corporation which are by law available
          therefor, dividends payable either in cash, in property, or in shares
          of Common Stock.

     That there are no provisions for the issuance of fractional shares, or for
the payment of money or the issuance of scrip to stockholders otherwise entitled
to a fraction of a share and the percentage of outstanding shares affected
thereby;

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         That the amendment to the Articles of Incorporation regarding the
authorized capital is effective upon the filing of this Certificate;

         That the number of shares of the Corporation outstanding and entitled
to vote on an amendment to the Articles of Incorporation are 36,978,225 and that
the said changes and amendment has 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 at the annual meeting of stockholders
held on May 24, 2001.

Dated: July 24, 2001

                                                    /s/ Jeffrey Rosenthal
                                                    ----------------------------
                                                    Jeffrey Rosenthal
                                                    President

                                                    /s/ Paul Pathak
                                                    ---------------------------
                                                    Paul Pathak
                                                    Secretary

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