EXHIBIT 4(ii)

         That we the undersigned, have this day voluntarily associated ourselves
together for the purpose of amending the Articles of Incorporation,  and to this
end we do hereby certify:

         FIRST:  The name of this Corporation shall be

                  PREVENTION INSURANCE.COM
                  (Amended by Certificate filed September 29,1999.)

         SECOND: The location of the principle office of this Corporation in the
State of Nevada shall be at 2770 South Maryland Parkway, Suite 403A, in the City
of Las Vegas, County of Clark, State of Nevada, and the Resident Agent in charge
thereof is Ronald Hubel. (Amended by this Certificate.)

         THIRD: The purpose for which said Corporation is formed, and the nature
and objects to be accomplished  and the business to be transacted and carried on
by it are:

                  To  engage  in any  lawful  business,  and to engage as Agent,
Managing  General  Agent,  and/or  Broker in all  classes  of  insurance  now or
hereafter permitted by statutes.

                  (Amended by Certificate filed March 14, 1991.)

         FOURTH:  The  Corporation  is  authorized to issue  Twenty-two  Million
(22,000,000) shares of capital stock consisting of:

               1. Twenty Million  (20,000,000) shares of Common Stock, par value
               $.01 per share (including all outstanding  shares of common stock
               as of the  effective  date of this  Amendment  to the Articles of
               Incorporation); and

               2. Two Million  (2,000,000)  shares of Preferred Stock, par value
               $.01 per share.

                  (Amended by this Certificate.)

         FIFTH: No shareholder of the  Corporation  shall have any preemptive or
preferential   right  of  subscription  to  any  shares  of  any  class  of  the
Corporation,  whether  now  or  hereafter  authorized,  or  to  any  obligations
convertible  into shares of the  Corporation,  issued or sold,  nor any right of
subscription  to any thereof other than such right, if any, and at such price as
the Board of  Directors,  in its  discretion  from  time to time may  determine,
pursuant to the authority hereby conferred by the Certificate of  Incorporation,
and the Board of Directors may issue shares of the  Corporation  or  obligations
convertible  into shares without  offering such issue either in whole or in part
to the shareholders of the Corporation.  Should the Board of Directors as to any
portion of the shares of the corporation,  whether now or hereafter  authorized,
or to any obligation convertible into shares of the Corporation,  offer the same
to the  shareholders  or any  class  thereof,  such  offer  shall not in any way
constitute  a  waiver  or  release  of the  right  of  the  Board  of  Directors
subsequently to dispose of other portions of such shares or obligations  without
so  offering  the  same  to  shareholders.  The  acceptance  of  shares  of  the
Corporation shall be a waiver of any such preemptive or preferential right which
in the absence of this provision  might otherwise be asserted by shareholders of
the Corporation or any of them.

                  (Amended by Certificate filed May 23, 1983.)


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         SIXTH: No shares of the  Corporation  shall be subject to assessment to
pay  debts  of  the  Corporation,   and  in  this  particular  the  Articles  of
Incorporation shall not be subject to amendment.

                  (Not amended.)

         SEVENTH:  The  names  and  addresses  of the  respective  incorporators
signing the original Articles of Incorporation were as follows:

         Name                               Address
         ----                               -------

         Dr. McLloyd Barney                 5606 Raba Avenue, Las Vegas, Nevada

         Ronna Boucher                      605 Oakmont, Las Vegas Nevada

         Hank Hardesty                      P.O. Box 390, Las Vegas, Nevada

                  (Not amended.)

         EIGHTH:  This Corporation shall have perpetual existence.

                  (Not amended.)

         NINTH:  At all times  each  holder of common  stock of the  Corporation
shall be  entitled to one vote for each share of such stock  outstanding  in his
name on the books of the  Corporation.  The  holders of the common  stock of the
Corporation shall not have cumulative voting rights.

                  (Amended by Certificate filed May 23,1983.)

         TENTH:  The  Corporation,  by resolution or resolutions of the Board of
Directors,  shall have power to create and issue,  whether or not in  connection
with the issue and sale of any shares or other  securities  of the  Corporation,
warrants,  rights or options  entitling the holders thereof to purchase from the
Corporation  any  shares of any  class or  classes  or any  other  shares of the
Corporation,  such  warrants,  rights or options to be  evidenced  by or in such
instrument or  instruments  as shall be approved by the Board of Directors.  The
terms  upon  which,  the time or times,  which may be limited  or  unlimited  in
duration, at or within which, and the price or prices (not less than the minimum
amount prescribed by law, if any) at which any such warrants,  rights or options
may be issued and any such shares or other  securities may be purchased from the
Corporation upon the exercise of any such warrant, right or option shall be such
as shall be fixed and stated in the  resolution or  resolutions  of the Board of
Directors  providing  for the creation and issue of such  warrants,  rights,  or
options.  The Board of  Directors is hereby  authorized  to create and issue any
such warrants, rights, or options from time to time for such consideration,  and
to  such  persons,  firms,  or  corporations,  as the  Board  of  Directors  may
determine.

                  (Amended by Certificate filed May 23, 1983.)

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<PAGE>

directors  who were not parties to such action,  suit,  or  proceeding or (b) if
such  quorum  is not  obtainable  or,  even if  obtainable,  if such  quorum  of
disinterested  directors so directs,  by  independent  legal counsel (who may be
regular counsel for the Corporation) in a written opinion; and any determination
so made shall be conclusive.

         5. Expenses incurred in defending a civil or criminal action,  suit, or
proceeding may be paid by the Corporation in advance of the final disposition of
such action,  suit, or proceeding,  as authorized in the particular  case,  upon
receipt of an  undertaking  by or on behalf of the  director or officer to repay
such amount unless it shall  ultimately be determined  that he is entitled to be
indemnified by the Corporation as authorized in this Section.

         6. Agents and  employees of the  Corporation  who are not  directors or
officers of the  Corporation  may be  indemnified  under the standards set forth
above, in the discretion of the Board of Directors of the Corporation.

         7. Any indemnification pursuant to this Article FOURTEENTH shall not be
deemed exclusive of any other rights to which those  indemnified may be entitled
and shall continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors, and administrators of such a
person.

                  (Amended by Certificate filed May 23, 1983.)

         FIFTEENTH:  Shares in other corporations held by this Corporation shall
be voted  by such  officer  or  officers  of this  Corporation  as the  Board of
Directors by a majority vote shall  designate  for that  purpose,  or by a proxy
thereunto duly  authorized by like vote of the Board,  or in the absence of such
designation,  such shares shall be voted by such officer of the  Corporation  as
the executive committee shall determine.

                  (Amended by Certificate filed May 23, 1983.)

         SIXTEENTH:  All shares of common stock of this Corporation  outstanding
as of April 28, 1983 (21,819  shares) shall be divided in the ratio of 36 shares
for each  share  outstanding  resulting  in an  aggregate  of  1,300,000  shares
authorized and 785,484 outstanding after said division.

                  (Amended by Certificate filed May 23, 1983 and clarified and
                  restated by Certificate filed July 20, 1983.)

         SEVENTEENTH The shares of Preferred Stock may be issued by the Board of
Directors,  from time to time,  in one or more series,  and with respect to each
series the Board of Directors shall fix before issuance:

               (a) the  designation  and the number of shares to constitute each
               series,  (b) the  liquidation  rights,  if any,  (c) the dividend
               rights and rates, if any, (d) the rights and terms of redemption,
               if any,  (e) whether the shares will be subject to the  operation
               of a sinking or retirement fund, (f) whether the shares are to be
               convertible  or  exchangeable   into  other   securities  of  the
               Corporation, (g) any preference to the holders of Preferred Stock
               which  constitutes  a  subordination  of the  Common  Stock  with
               respect to the of any dividends, (h) the voting power, if any, in
               addition  to the voting  rights  provided  by law, of the shares,
               which  voting  power  may be  general  or  special  and  vary  as
               permitted by law, and (i) such other  provisions  as shall not be
               inconsistent with the Corporation's  Articles of Incorporation or
               the General  Corporation Law of Nevada. All Preferred Stock shall
               be  fully  paid  as  issued  and   non-assessable.

                  (Amended  by Certificate filed March 29, 1988.)

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<PAGE>

         EIGHTEENTH:  Except as hereinafter provided, the officers and directors
of the  Corporation  shall not be personally  liable to the  Corporation  or its
stockholders  for damages for breach of fiduciary duty as a director or officer.
This limitation on personal liability shall not apply to acts or omissions which
involve  intentional  misconduct,  fraud,  knowing violation of law, or unlawful
payment of dividends prohibited by Nevada Revised Statutes Section 78.300.

                  (Amended by Certificate filed March 29, 1988.)


         DATED:  February     , 2001

                                                   -----------------------------
                                                   Scott C. Goldsmith, President

                                                   -----------------------------
                                                   Aleene Goldsmith, Secretary

STATE OF NEVADA

COUNY OF CLARK

         On this _____________ day of February, 2001, before me, a Notary Public
in and for the County of Clark,  State of Nevada,  personally  appeared SCOTT C.
GOLDSMITH,  proved to me to be the President, and ALEENE GOLDSMITH, proved to me
to be the Secretary of PREVENTION  INSURANCE.COM,  and they  acknowledged  to me
that they executed the same freely and voluntarily and for the uses and purposes
therein mentioned.

         IN WITNESS THEREOF, I have hereunto set my hand and affixed my official
seal.

                                                   -----------------------------

                                                   NOTARY PUBLIC

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