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                                                                     EXHIBIT 3.2

                            CERTIFICATE OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                               SOUND DESIGNS, INC.


         Sound Designs, Inc., a corporation organized and existing under the
Nevada General Corporation Law (the "Corporation"), does hereby certify:

         1. The Board of Directors of the Corporation duly adopted resolutions
setting forth a proposed amendment to the Articles of Incorporation of the
Corporation, declaring said amendment to be advisable and directing that said
amendment be submitted to the stockholders of the Corporation for their
consideration. The resolution setting forth the proposed amendment is as
follows:

                  RESOLVED, that the Board of Directors approves and ratifies
         the amendment to section I of the Articles of Incorporation of the
         Corporation to read as follows in its entirety:

                  "I. NAME: The name of the corporation is: PLUS SOLUTIONS,
         INC."

                  RESOLVED, that the Board of Directors approves and ratifies
         the amendment to section IV of the Articles of Incorporation of the
         Corporation to read as follows in its entirety:

                  "IV. AUTHORIZATION OF CAPITAL STOCK: The amount of the total
         authorized capital stock of the corporation shall be ONE HUNDRED
         MILLION SHARES (100,000,000), consisting of TEN MILLION (10,000,000)
         shares of Preferred Stock and NINETY MILLION (90,000,000) shares of
         Common Stock, both par value $.001 per share.

                  Shares of Preferred Stock may be issued in one or more series.
         The Board of Directors shall have the authority to determine by
         resolution: (a) the designation of; (b) the number of shares of stock
         constituting; and (c) any and all powers, preferences, rights,
         qualifications, limitations and restrictions of each series of
         Preferred Stock. Any shares of any series of Preferred Stock that cease
         to exist as a result of merger, consolidation, restructure, retirement
         or otherwise may be reissued by the Corporation as shares of: (a) the
         same series of Preferred Stock, if such reissuance is allowed by the
         resolution of the Board of Directors that determines the powers,
         preferences, rights, qualifications, limitations and restrictions of
         such series; (b) any other series of Preferred Stock, so long as any
         such reissued shares would not exceed the maximum number of shares
         constituting such series; or (c) any new series of Preferred Stock."


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         2. In accordance with the provisions of Section 78.390 of the Nevada
General Corporation Law, the stockholders of the Corporation duly adopted and
approved said amendment at a meeting of shareholders duly called and held. The
vote by which the amendment was adopted is set forth on the Certificate of
Election Inspector, which is attached hereto as Exhibit A.

         IN WITNESS WHEREOF, the Board of Directors of the Corporation has
caused this Articles of Amendment to be signed as of May 17, 2000.


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Executed as of May 17, 2000.

                                    SOUND DESIGNS, INC.


                                    By:  /s/ MAX GOLDEN
                                         ---------------------------------------
                                         Max Golden
                                         President and Chief Executive Officer


                                    By:  /s/ MARTHA SCROGGINS
                                         ---------------------------------------
                                         Martha Scroggins
                                         Secretary


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                                    EXHIBIT A
                                       TO
                            CERTIFICATE OF AMENDMENT
                                       OF
                ARTICLES OF INCORPORATION OF SOUND DESIGNS, INC.



                                [EXHIBIT OMITTED]



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