ARTICLES OF AMENDMENT TO
                          ARTICLES OF INCORPORATION OF
                     ADVANCED 3-D ULTRASOUND SERVICES, INC.



The undersigned,  being the Chief Executive Officer and a member of the Board of
Directors  of Advanced 3-D  Ultrasound  Services,  Inc., a Florida  corporation,
hereby certifies that the following  Amendments were unanimously  adopted by the
Shareholders  possessing  a  majority  of issued and  outstanding  shares of the
corporation and Directors of the corporation at a meeting held on the 7th day of
November, 2005 in the manner prescribed by the Florida Business Corporation Act.

                                 ARTICLE I NAME

The name of the  corporation  shall  be World  Energy  Solutions,  Inc.  and its
principal  office and  mailing  address  shall be 3900 31st  Street  North,  St.
Petersburg, Florida 33714.

                            ARTICLE IV CAPTIAL STOCK

Common Stock: The aggregate number of shares of stock authorized to be issued by
this corporation  shall be 100,000,000  shares of common stock,  each with a par
value of $.0001. Each share of issued and outstanding common stock shall entitle
the holder thereof to fully participate in all shareholder meetings, to cast one
vote on each matter with respect to which  shareholders  have the right to vote,
and to share ratably in all dividends and other distributions  declared and paid
with  respect  to the  common  stock,  as  well  as in  the  net  assets  of the
corporation upon liquidation or dissolution.

Preferred  Stock: The Corporation is authorized to issue  100,000,000  shares of
$.0001 par value  Preferred  Stock.  The Board of Directors is expressly  vested
with the authority to divide any or all of the  Preferred  Stock into series and
to fix and determine the relative  rights and  preferences of the shares of each
series so  established,  provided,  however,  that the rights and preferences of
various series may vary only with respect to:

     (a)  the rate of dividend;

     (b)  whether  the shares  maybe  called  and, if so, the call price and the
          terms and  conditions of call;

     (c)  the  amount  payable  upon the  shares in the event of  voluntary  and
          involuntary liquidation;

     (d)  sinking fund  provisions,  if any, for the call or  redemption  of the
          shares;

     (e)  the  terms  and  conditions,  if  any,  on  which  the  shares  may be
          converted;

     (f)  voting  rights;  and

     (g)  whether  the shares will be  cumulative,  noncumulative  or  partially
          cumulative  as to  dividends  and the dates from which any  cumulative
          dividends are to accumulate.
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The Board of  Directors  shall  exercise the  foregoing  authority by adopting a
resolution setting forth the designation of each series and the number of shares
therein, and fixing and determining the relative rights and preferences thereof.
The  Board  of  Directors  may  make  any  change  in  the  designation,  terms,
limitations and relative rights or preferences of any series in the same manner,
so long as no shares of such series are outstanding at such time.

Within the limits and  restrictions,  if any,  stated in any  resolution  of the
Board of  Directors  originally  fixing  the number of shares  constituting  any
series,  the Board of Directors is  authorized  to increase or decrease (but not
below the number of shares of such series then outstanding) the number of shares
of any  series  subsequent  to the issue of shares of such  series.  In case the
number of shares of any series  shall be so  decreased,  the share  constituting
such  decrease  shall  resume the status which they had prior to the adoption of
the resolution originally fixing the number of shares of such series.

In all other respects,  the Articles of Incorporation  shall remain as they were
prior to this Amendment being adopted.



Date:   November 7, 2005



                                        ADVANCED 3-D ULTRASOUND SERVICES, INC.

                                        /s/ Benjamin C. Croxton
                                        -------------------------------------
                                        Benjamin C. Croxton,
                                        Chief Executive Officer