EXHIBIT 3.8

                          AMENDMENT TO THE CERTIFICATE
                               OF INCORPORATION OF
                                    XRG, INC.

     XRG, INC., a corporation  organized and existing under and by virtue of the
General  Corporation  Law of the State of  Delaware  (the  "Corporation"),  does
hereby certify:

     FIRST:  That  the  Board  of  Directors  of  the  Corporation  has  adopted
resolutions  by  unanimous  written  consent  thereof  setting  forth a proposed
amendment to the  Corporation's  Certificate  of  Incorporation  to increase the
authorized  number  of  shares  of  Common  Stock  and  Preferred  Stock  of the
Corporation  as  set  forth  below  by  deleting  Article  Fourth  thereof,  and
substituting a new Article  FOURTH in lieu thereof,  declaring said amendment to
be advisable and directing  that the amendment be submitted to the  shareholders
of the Corporation for their approval as permitted by Section 242 of the General
Corporation Law of the State of Delaware.

     SECOND:  That Article FOURTH.  of the Certificate of  Incorporation  of the
Corporation is deleted and the following new Article  FOURTH.  is substituted in
lieu thereof:

                                 ARTICLE FOURTH.

     This corporation  shall be authorized to issue two classes of capital stock
     to be  designated  respectively  Preferred  Stock  ("Preferred  Stock") and
     Common  Stock  ("Common  Stock").  The total  number of shares of Preferred
     Stock the  corporation  shall have  authority to issue is  50,000,000,  par
     value  $.001 per share and the total  number of shares of Common  Stock the
     corporation  shall have authority to issue is 100,000,000,  $.001 par value
     per  share.   The  Preferred  Stock   authorized  by  this  Certificate  of
     Incorporation  shall  be  issued  in  series.  The  Board of  Directors  is
     authorized to establish series of Preferred Stock and to fix, in the manner
     and to  the  full  extent  provided  and  permitted  by  law,  the  rights,
     preferences  and  limitations of each series of the Preferred Stock and the
     relative rights,  preferences and limitations  between or among such series
     including:

     (1)  the  designation  of each  series and the number of shares  that shall
          constitute the series;

     (2)  the rate of dividends,  if any,  payable on the shares of each series,
          the time and manner of payment and whether or not such dividends shall
          be cumulative;

     (3)  whether  shares  of  each  series  may be  redeemed  and,  if so,  the
          redemption price and the terms and conditions of redemption;

     (4)  sinking fund  provisions,  if any, for the  redemption  or purchase of
          shares of each series which is redeemable;

     (5)  the amount, if any, payable upon shares of each series in the event of
          the voluntary or involuntary liquidation, dissolution or winding up of
          the corporation, and the manner and preference of such payment;

     (6)  voting rights, if any, on the shares of each series and any conditions
          upon the exercisability of such rights.

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         The holders of Common Stock shall be entitled to one vote for each
share held at all meetings of the Stockholders of the corporation.

         THIRD: That the holders of a majority of the outstanding shares of
Common Stock of the Corporation have approved this Amendment to the Certificate
of Incorporation of the Corporation on July 7, 2003, by a Special Meeting of
Stockholders pursuant to the provisions of Sections 211 and 222 of the General
Corporation Law of Delaware.

         FOURTH: That this Amendment has been duly adopted by the Board of
Directors on June 20, 2003 and by the holders of a majority of the outstanding
Common Stock of the Corporation on July 7, 2003, in accordance with the
provisions of Section 242 of the General Corporation Law of Delaware.

         IN WITNESS WHEREOF, the undersigned have hereunto inscribed our names
this 7th day of July, 2003.

                                    XRG, INC.


                                    By:
                                       ----------------------------
                                           President


                                    Attest:
                                       -----------------------------
                                           Secretary


STATE OF FLORIDA           )

COUNTY OF ___________________)

         Before me, the undersigned authority, personally appeared
__________________ as President and ____________________ Secretary of XRG, INC.,
who is to me well known to be the person described in and who subscribed the
above Amendment, and he did so freely and voluntarily acknowledge before me
according to law that he made and subscribed the same for the uses and purposes
therein mentioned and set forth.

         Dated this ___ day of ________________, 2003.


                                              _____________________
                                                 Notary Public

                                              My commission expires:
MTC/ej/291932