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)



                          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


                         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  Tsai
------------------
     Aaron  Tsai,  President  and  Chairman  of  the  Board