EXHIBIT 3.1.5

         [SEAL]   Dean Heller
                  Secretary of State                           [SEAL]
                  191 North Carson Street, Suite 3
                  Carson City, Nevada  80701-4796
                  (775) 684-5708
                  Important: Read attached instructions before completing form.

              Certificate of Amendment to Articles of Incorporation
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                         For Nevada Profit Corporations
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          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
                             - Remit in Duplicate -

1. Name of corporation: IN STORE MEDIA SYSTEMS, INC.
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2. The articles have been amended as follows (provide article numbers, if
available):

a. ARTICLE V has been replaced in its entirety to increase the authorized common
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stock from 100,000,000 to 150,000,000 and to increase the authorized preferred
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stock from 5,000,000 to 50,000,000 (see attached "Exhibit A").
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b. ARTICLE VI has been replaced in its entirety to provide that the number of
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directors of corporation shall be determined by the bylaws (see attached
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"Exhibit A").
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3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: a majority .*

4. Signatures (Required):

/s/  Donald P. Uhl                          /s/  Robert Cohen
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President or Vice President          and    Secretary or Asst. Secretary
     Don P. Uhl                                  Robert Cohen

*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and remit the proper
fees may cause this filing to be rejected.

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                                   "Exhibit A"
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                                     to the
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              Certificate of Amendment to Articles of Incorporation
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                         of In Store Media Systems, Inc.
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The Board of Directors and the holders of a majority of the issued and
outstanding Common Stock of In Store Media Systems, Inc., entitled to vote
thereon, approved the following amendments to the Articles of Incorporation at
an annual meeting held on September 29, 2000:

ARTICLE V is deleted in its entirety and replaced by the following new ARTICLE
V:

     "FIFTH: The aggregate amount of the total authorized capital stock the
corporation shall have the authority to issue is One Hundred Fifty Million
(150,000,000) shares of Common Stock, each having a par value of $0.001, and
Fifty Million (50,000,000) shares of Preferred Stock, par value $0.001. All
stock when issued shall be fully paid and nonassessable. The shares of Preferred
Stock may be issued from time to time in one or more series. The Board of
Directors of the Corporation (the "Board of Directors") is expressly authorized
to provide for the issuance of all or any of the shares of Preferred Stock in
one or more series, and to fix the number of shares and to determine or alter
for each such series, such voting powers, full or limited, or no voting powers,
and such designations, preferences, and relative, participating, optional, or
other rights and such qualifications, limitations, and restrictions thereof, as
shall be stated and expressed in the resolution or resolutions adopted by the
Board of Directors providing for the issuance of such shares (a "Preferred Stock
Designation") and as may be permitted by the Nevada Corporation Law. The Board
of Directors is also expressly authorized to increase or decrease (but not below
the number of shares of each series then outstanding) the number of shares of
any series subsequent to the issue of shares of that series. In case the number
of shares of any such series shall be so decreased, the shares constituting such
decrease shall resume the status they had prior to the adoption of the
resolution originally fixing the number of shares of such series."

ARTICLE VI is deleted in its entirety and replaced by the following new ARTICLE
VI:

     "SIXTH: The governing board of this corporation shall be known as
directors, and the number of directors vary from time to time be increased or
decreased in such manner as shall be provided by the bylaws of this
corporation."