CERTIFICATE
      OF AMENDMENT OF





CERTIFICATE
      OF INCORPORATION OF





DIMENSIONAL
      VISIONS INCORPORATED


(Pursuant
      to Section 242 of


The
      Delaware General Corporation Law)








The
      undersigned, Preston J. Shea, President and Secretary of DIMENSIONAL VISIONS
      INCORPORATED, (the “Company”) and existing under the laws of the State of
      Delaware do hereby certify that:





1.  The
      Certificate of Incorporation of the Company is hereby amended pursuant to
      Section 242(a)(1) of the General Corporation Law of the State of Delaware,
      in
      Article Forth thereof by the addition of the following provisions:





4.1
      Reclassification of Shares. Simultaneously with the effective date of this
      amendment (the “Effective Date”), each share of the Company’s Common Stock, par
      value $0.001 per share, issued and outstanding immediately prior to the
      Effective Date (the “Old Common Stock”) shall automatically and without any
      action on the part of the record holder thereof be reclassified as and changed
      into one-sixtieth (1/60) of a share (the “New Common Stock”), subject to the
      treatment of fractional share interests as described below. Each record holder
      of a certificate or certificates which immediately prior to the Effective Date
      represented outstanding shares of Old Common Stock (the “Old Certificates”,
      whether one or more) shall be entitled to receive upon surrender of such Old
      Certificates to the Company’s Exchange Agent for cancellation, a certificate or
      certificates(the “New Certificates”, whether one or more) representing the
      number of whole shares of the New Common Stock into which and for which the
      shares of the Old Common Stock formerly represented by such Old Certificates
      so
      surrendered, are reclassified under the terms hereof. From and after the
      Effective Date, Old Certificates shall represent only the right to receive
      new
      Certificates pursuant to the provisions hereof. One full share representing
      each
      fractional share interest in New Common Stock will be issued by the Company.
      A
      record holder of Old Certificates shall receive, in lieu of any fraction of
      a
      share of New Common Stock to which the record holder would otherwise be
      entitled, one full share. If more than one Old Certificate shall be surrendered
      at one time for the account of the same record stockholder, the number of full
      shares of New Common Stock for which new Certificates shall be issued shall
      be
      computed on the basis of the aggregate number of shares represented by the
      Old
      Certificates so surrendered. In the event that the Company’s Exchange Agent
      determines that a record holder of Old Certificates has not tendered all
      certificates of that record holder for exchange, the Exchange Agent shall carry
      forward any fractional share until all certificates of that record holder have
      been presented for exchange such that issuance for fractional shares to any
      one
      person shall be one additional share for each fractional share. If any new
      Certificate is to be issued in the name other than that in which the Old
      Certificates surrendered for exchange are issued, the Old Certificates so
      surrendered shall be properly endorsed and otherwise in proper form for
      transfer, and the person or persons
      requesting such exchange shall affix any requisite stock transfer tax stamps
      to
      the Old Certificates surrendered, or provide funds for their purchase, or
      establish to the satisfaction of the exchange Agent that such taxes are not
      payable. From and after the Effective Date the amount which the shares of Old
      Common Stock are reclassified under the terms hereof shall be the same as the
      amount of capital represented by the shares of Old Common Stock so reclassified,
      until thereafter reduced or increased in accordance with applicable
      law.








4.2  Authorized
      Capital Prior to Classification. The total number of shares which the
      corporation was authorized to issue prior to the reclassification effected
      in
      Section 4.1 above was 100,000,000 of Common Stock having a par value of $0.001
      per share and 10,000,000 shares of Preferred Stock having a par value of
      $0.001.





4.3  Authorized
      Capital After Reclassification. Effective as of the date this amendment is
      filed
      with the Delaware Secretary of State, the total number of shares which the
      corporation is authorized to issue is 100,000,000 of Common Stock having a
      par
      value of $0.001 per share and 10,000,000 shares of Preferred Stock having a
      par
      value of $0.001.





2.  The
      foregoing Amendment to the Certificate of Incorporation was authorized by the
      Board of Directors and duly adopted by consent action by the holders of Fifty
      Eight percent (58%) of the Company’s outstanding stock entitled to vote thereon
      in accordance with Section 228 of the General Corporation Law of the State
      of
      Delaware.





IN
      WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment
      this
      22 nd day of
      January 2004 and DOES HEREBY CERTIFY, that the facts stated in this Certificate
      of Amendment are true and correct.











By:  /s/
      Preston J. Shea


Preston
      J. Shea, President











By:  /s/
      Preston J. Shea


Preston
      J. Shea, Secretary