State Of Indiana
                        Office of the Secretary of State

                             ARTICLES OF AMENDMENT
                                       OF
                            MAS ACQUISITION XI CORP.

I, SUE ANNE GILROY,  Secretary of State of Indiana, hereby certify that Articles
of Amendment of the above For-Profit Domestic corporation have been presented to
me at my  office,  accompanied  by the  fees  prescribed  by law  and  that  the
documentation  presented  conforms to law as prescribed by the provisions of the
Indiana Business Corporation Law.


The name following said transaction will be:
BLUEPOINT LINUX SOFTWARE CORP.

NOW,  THEREFORE,  with this document I certify that said transaction will become
effective Thursday, February 17, 2000.

In Witness Whereof, I have caused to be affixed my signature and the seal of the
State of Indiana, at the city of Indianapolis, February 17, 2000

By:/s/ Sue Anne Gilroy
----------------------
Sue Anne Gilroy
Secretary of State

(SEAL OMITTED)

                                       1
<PAGE>

                          ARTICLES OF AMENDMENT OF THE
                          ARTICLES OF INCORPORATION OF:

Name of Corporation
MAS ACQUISITION XI CORP.

Date of  Incorporation:  October 7, 1996

The  undersigned  officers  of the above  referenced  Corporation  (hereinafter
referred to as the  "Corporation")  pursuant  to the  provisions  of:  (indicate
appropriate act)

{X} Indiana Business corporation Law

as amended  (hereinafter  referred to as the "Act"),  desiring to give notice of
corporate action  effectuating  amendment of certain provisions of its Articles
of Incorporation, certify the following facts:

                             ARTICLE I Amendment(s)

The exact text of Article(s) I of the Articles

(NOTE: if amending the name of corporation, write Article "I" in space above and
write "the name of the Corporation is       below)
                                     ------
The name of the Corporation is Bluepoint Linux Software Corp.


                                   ARTICLE II

Date of each amendment's adoption:

February 16, 2000

                                       2
<PAGE>

                         ARTICLE III Manner of Adoption


[ }  SECTION  1  This  amendment  was  adopted  by the  Board  of  Directors  of
incorporators and shareholder action was not required.

[X}  SECTION 2

     The  shareholders  of the  corporation  entitled  to vote in respect to the
amendment  adopted  the  proposed  amendment.  The  amendment  was  adopted  by:
(Shareholder approval may be either A or B.)

     A vote of such  shareholders  during  a  meeting  called  by the  Board  of
Directors. The result of such vote is as follows:

        8,519,800 Shares entitled to Vote.
        8,250,000 Number of shares represented at the meeting.
        8,225,000 Shares voted in favor.
                0 Shares voted against.

                 ARTICLE IV Compliance with Legal Requirements

The manner of the adoption of the  Articles of  amendment  and the vote by which
they were adopted  constitute  full legal  compliance with the provisions of the
Act, the Articles of Incorporation, and the By-Laws of the corporation.

I hereby  verify,  subject to the  penalties  of  perjury,  that the  statements
contained herein are true, the 5th day of January, 2000

Signature of current officer of chairman of the board

By: /s/ Aaron Taai
------------------
        Aaron Taai, President and Chairman of the Board

                                       3