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                                 EXHIBIT 10.220



                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION

         Kevin T. Mulvihill and Kathleen Terry certify that:

         1. They are the President and the Secretary, respectively, of Wilshire
Technologies, Inc., a California corporation.

         2. Article III of the Articles of Incorporation of this Corporation is
amended to read as follows:

                                      III.


            The total number of shares of stock which the Corporation has
        authority to issue is 102,000,000 shares, consisting of:

                 (1) 2,000,000 shares of undesignated preferred stock (the
            "Undesignated Preferred"); and

                 (2) 100,000,000 shares of common stock (the "Common Stock").


                             UNDESIGNATED PREFERRED

            The Undesignated Preferred may be issued from time to time in such
        manner of series as the Board of Directors may determine. The Board of
        Directors is authorized to determine and alter the rights, preferences,
        privileges and restrictions granted to or imposed upon any wholly
        unissued series of Undesignated Preferred and to fix the number of
        shares of any series of Undesignated Preferred and the designation of
        any such series of Undesignated Preferred. The Board of Directors,
        within the limits and restrictions stated in any resolution or
        resolutions originally fixing the number of shares constituting any
        series, may increase or decrease (but not below the number of shares of
        such series then outstanding) the number of shares of any series
        subsequent to the issuance of shares of that series. The authority of
        the Board of Directors with respect to each series of Undesignated
        Preferred shall include, but not be limited to, the determination of the
        following:


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                (a) Dividends. The dividends to be paid on the shares of such
        series, the conditions on and the times at which such dividends shall be
        paid, whether dividends shall be cumulative, and, if so, from which date
        or dates, and the relative rights of priority, if any, with respect to
        the payment of dividends on the shares of such series;

                (b) Voting Rights. Whether the shares of such series shall have
        full, limited or no voting rights (other than the voting rights provided
        by law) and, if so, the terms of such voting rights.

                (c) Convertibility. Whether the shares of such series shall be
        convertible into, or exchangeable for, at the option of either the
        holder or the Corporation or upon the happening of a specified event,
        shares of any other series or class and, if so, the terms and conditions
        of such conversion or exchange, including the price or prices or rate or
        rates of exchange and the adjustments thereto;

                (d) Rights on Dissolution. The rights of the shares of such
        series in the event of the voluntary or involuntary liquidation,
        dissolution or distribution of the assets of the Corporation, if any;
        and

                (e) Other Rights. Any other rights, preferences, privileges or
        restrictions of the shares of such series."

         3. The foregoing amendment of Articles of Incorporation has been duly
approved by the Board of Directors.

         4. The foregoing amendment of Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902,
Corporations Code. The total number of outstanding shares of the Corporation is
20,964,423. The number of shares voting in favor of the amendment equaled or
exceeded the vote required. The percentage vote required was more than 50%.


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         We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of our own knowledge.



Dated:  May 23, 2002                             /s/Kevin Mulvihill
                                                 ----------------------------
                                                 Kevin T. Mulvihill
                                                 President



                                                 Kathleen Terry
                                                 Secretary