**Exhibit
      3.2**




CERTIFICATE
      OF AMENDMENT




OF




CERTIFICATE
      OF INCORPORATION




OF




ALPHA
      HOLDING, INC.




Under
      Section 242


Corporation
      Law of the State of Delaware




Alpha
      Holding Inc. (the "Corporation"), a corporation organized and existing under
      and by
      virtue
      of the General Corporation Law of the State of Delaware, DOES HEREBY
      CERTIFY:




FIRST:
      That the Board of Directors of said Corporation, by written consent filed with
      the minutes of the Board, adopted the following resolutions proposing and
      declaring advisable the following amendments to the Certificate of Incorporation
      of said corporation:




1. That
      Article FIRST of the Certificate of Incorporation be amended and, as amended,
      read as follows:




FIRST:
      The name of the Corporation is Sea Sun Capital Corporation




2. That
      Article Fourth of the Certificate of Incorporation be amended and, as amended
      read as follows:




(a) The
      Corporation shall be authorized to issue the following shares:




Class
            Number
                of Shares
            Par
                ValueCommon
            100,000,000
            $.001Preferred
            50,000,000
            $.001




(b) The
      designations and the powers, preferences and rights, and the qualifications
      or restrictions of the Preferred Shares are as follows:





The
      Preferred shares shall be issued from time to time in one or more series, with
      such distinctive
      serial designations as shall be stated and expressed in the resolution or
      resolutions providing
      for the issue of such shares as adopted by the Board of Directors; the Board
      of Directors
      is expressly authorized to fix the annual rate or rates of dividends for the
      particular series,
      the dividend payment dates for the particular series and the date from which dividends
      on all shares of such series issued prior to the record date for the first
      dividend payment date shall be cumulative, the redemption price or prices for
      the particular series, the voting powers for the particular series, the rights,
      if any, of holders of the shares of the particular
      series to convert the same into shares of any other series or class or other securities
      of the corporation, with any provisions for the subsequent adjustment of such
      conversion rights, the rights, if any, of the particular series to participate
      in distributions or payments
      upon liquidation, dissolution or winding up of the corporation, and to classify
      or reclassify
      any unissued preferred shares by fixing or altering from time to time any of
      the foregoing
      rights, privileges and qualification.









SECOND:  That
      the
      aforesaid amendment was duly adopted in accordance with the
      applicable provisions of Section 242 of the General corporation Law of the
      State
      of Delaware.




THIRD:
      Prompt notice of the taking of this corporate action is being given to
      all
      stockholders who did not consent in writing, in accordance with Section 228
      of
      the General
      Corporation Law of the State of Delaware.




FOURTH:  This
      amendment will become effective upon filing.




IN
      WITNESS WHEREOF, the Corporation has caused this certificate to be signed
      by
      Graham Millington, its President, this 20th day of September 2004.




Alpha
                Holding, Inc./s/ Graham MillingtonGraham
                Millington, President