EXHIBIT 3.(i).3

                              ARTICLES OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                         Gillette Industries Group, Inc.


Pursuant  to  the  provision  of  section  607.1006,   Florida  Statutes,   this
corporation  adopts the  following  articles  of  amendment  to its  articles of
incorporation:

FIRST:    Amendment(s)  adopted:  (indicate  article  number(s)  being  amended,
          added or deleted)

Amended:

ARTICLE I.  NAME

           The  name of the  corporation  shall  be Lucid  Concepts,  Inc.:  The
principal  place of business of this  corporation  shall be 277 Royal  Poinciana
Way, Suite 192, Palm Beach, FL 33480.

ARTICLE III.  CAPITAL STOCK

           The  maximum  number  of shares of stock  that  this  corporation  is
authorized to have  outstanding  at any one time is 50,000,000  shares of common
stock having a par value of $.001 per share; and 10,000,000  shares of preferred
stock, with the specific terms, conditions,  limitations,  and preferences to be
determined by the Board of Directors without shareholder approval.

Added:

ARTICLE VIII.  ACTION BY MAJORITY VOTE

           The  By-Laws of the  Corporation  may  provide  that any matter to be
voted upon by either the Directors or the Shareholders of the corporation  shall
require  only a majority  vote.  Consents in writing of either the  Directors or
Shareholders  need  be  approved  only  by  a  majority  of  such  Directors  or
Shareholders.

ARTICLE IX. SPECIAL AUTHORITY OF BOARD OF DIRECTORS AND WAIVER OF
DISSENTERS RIGHTS

The Board of  Directors  by a  majority  vote  thereof  shall be and are  hereby
authorized  to  enter  into  on  behalf  of  the  corporation  and to  bind  the
corporation  without  shareholder  approval,  any and all acts approving (a) the
terms and  conditions of a merger and/or a share  exchange;  and (b)  divisions,
combinations  and/or  splits  of  shares  of any class or series of stock of the
corporation,  whether  issued or  unissued,  with or  without  any change in the
number of authorized  shares;  and shareholders  affected thereby,  shall not be
entitled  to  dissenters  rights  with  respect  thereto  under  any  applicable
statutory dissenters rights provisions.


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ARTICLE X. CONFLICT OF INTEREST

Any  related  party  contract or  transaction  must be  authorized,  approved or
ratified at a meeting of the Board of  Directors by  sufficient  vote thereon by
directors not interested  therein or the transaction must be fair and reasonable
to the Corporation.

ARTICLE XI.  INDEMNIFICATION

The Corporation shall indemnify its Officers, Directors, Employees and Agents in
accordance with the following:.

           (a) The Corporation shall indemnify any person who was or is a party,
or is threatened  to be made a party,  to any  threatened,  pending or completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other than an action by or in the right of the Corporation),  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  Corporation,  or  is or  was  otherwise  serving  at  the  request  of  the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership  joint  venture,   trust  or  other  enterprise,   against  expenses
(including  attorneys' fees),  judgments,  fines and amounts paid in settlement,
actually and reasonably  incurred by him in connection with such action, suit or
proceeding,  if he acted in good faith and in a manner he reasonably believed to
be in, or not  opposed  to the best  interests  of the  Corporation,  and,  with
respect to any criminal action or proceeding, has no reasonable cause to believe
his conduct to be unlawful.  The termination of any action,  suit or proceeding,
by judgment, order, settlement, conviction upon a plea of nolo contendere or its
equivalent, shall not of itself create a presumption that the person did not act
in good faith in a manner he  reasonably  believed  to be in, or not opposed to,
the best interests of the  Corporation  and, with respect to any criminal action
or proceeding, had reasonable cause to believe the action was unlawful.

           (b) The Corporation shall indemnify any person who was or is a party,
or is threatened  to be made a party,  to any  threatened,  pending or completed
action or suit by or in the right of the  Corporation,  to procure a judgment in
its favor by reason of the fact that he is or was a director,  officer, employee
or  agent  of the  Corporation,  or is or was  serving  at  the  request  of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  actually  and  reasonably  incurred  by  him  in
connection with the defense or settlement of such action or suit, if he acted in
good faith and in a manner he  reasonably  believed to be in, or not opposed to,
the best interests of the Corporation,  except that no indemnification  shall be
made in respect of any claim,  issue or matter as to whether  such person  shall
have been adjudged to be liable for negligence or misconduct in the  performance
of his duty to the Corporation,  unless,  and only to the extent that, the court
in which such action or suit was brought shall determine upon application  that,
despite the adjudication of liability,  but in view of all  circumstances of the
case, such person is fairly and reasonably  entitled to indemnification for such
expenses which such court deems proper.

           (c) To the extent that a director,  officer, employee or agent of the
Corporation has been successful on the merits or otherwise in the defense of any
action,  suit or proceeding referred to in Sections (a) and (b) of this Article,
or in defense of any claim,  issue or matter  therein,  he shall be  indemnified
against expenses (including attorney's fees) actually and reasonably incurred by
him in connection therewith.


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           (d) Any  indemnification  under  Section  (a) or (b) of this  Article
(unless ordered by a court) shall be made by the Corporation  only as authorized
in the specific case upon a determination  that  indemnification of the officer,
director,  employee or agent is proper under the  circumstances,  because he has
met the  applicable  standard of conduct set forth in Section (a) or (b) of this
Article.  Such  determination  shall be made (i) by the Board of  Directors by a
majority  vote of a quorum  consisting of directors who were not parties to such
action, suit or proceeding, or (ii) if such quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the affirmative vote of the holders of
a majority of the shares of stock entitled to vote and  represented at a meeting
called for that purpose.

           (e)  Expenses  (including  attorneys'  fees)  incurred in defending a
civil or criminal  action,  suit or proceeding may be paid by the Corporation in
advance  of the  final  disposition  of  such  action,  suit or  proceeding,  as
authorized in Section (d) of this Article,  upon receipt of an  understanding by
or on behalf of the director,  officer,  employee or agent to repay such amount,
unless it shall  ultimately be determined  that he is entitled to be indemnified
by the Corporation as authorized in this Article.

           (f) The Board of Directors  may exercise the  Corporation's  power to
purchase  and  maintain  insurance  on  behalf  of  any  person  who is or was a
director,  officer, employee, or agent of the Corporation,  or is or was serving
at the request of the Corporation as a director,  officer, employee, or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against  any  liability  asserted  against  him and  incurred by him in any such
capacity,  or arising out of his status as such,  whether or not the Corporation
would have the power to indemnify him against such liability under this Article.

           (g) The indemnification  provided by this Article shall not be deemed
exclusive  of any other  rights to which those  seeking  indemnification  may be
entitled under these Amended Articles of Incorporation,  the Bylaws, agreements,
vote of the shareholders or disinterested  directors,  or otherwise,  both as to
action in his  official  capacity  and as to action in  another  capacity  while
holding  such  office and shall  continue  as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the heirs
and personal representatives of such a person.

Article XII.  Law Applicable to Control-Share Voting Rights.

          The provisions set forth in  Section 607.0902, Fla. Stat. do not apply
to control-share acquisitions of shares of the Corporation.


SECOND:   If  an  amendment   provides  for  an  exchange,  reclassification  or
          cancellation  of  issued  shares,   provisions  for  implementing  the
          amendment if not contained in the amendment itself, are as follows:

               n/a

THIRD:    The date of each amendment's adoption:   6/3/99


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FOURTH:   Adoption of Amendment(s) check one:

___X___   The amendment(s) was/were approved by the shareholders. The
          number  of  votes  cast  for  the   amendment(s)   was/were
          sufficient for approval.

________  The amendment(s) was/were approved by the shareholders through  voting
          groups.

          The following  statements  must be separately  provided for
          each  voting  group  entitled  to  vote  separately  on the
          amendment(s):

          "The number of votes cast for the amendment(s) was/were sufficient for
          approval by
                      -----------------------------------------------."
                                         (Voting Group)

________  The amendment(s) was/were adopted by the board of directors
          without  shareholder  action and shareholder action was not
          required.

________  The  amendment(s)   was/were  adopted  by  the  incorporators  without
          shareholder action and shareholder action was not required.

           Signed this 3rd day of June, 1999.

BY:        _________________________________________
           (By  the  Chairman  or  Vice  Chairman  of  the  Board  of Directors,
           President, or other officer if adopted by the shareholders)
                               OR
           (By a director if adopted by the directors)
                               OR
           (By an incorporator if adopted by the incorporators)


/s/ Kevin Bell
---------------------
Kevin Bell,  President/Director
Typed or printed Name and Title