**CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION REPUBLIC RESOURCES, INC.**
        We, the undersigned, Patrick J. Duncan, President, and Marilyn L. Adams, Secretary, of RepublicResources, Inc., a Nevada corporation, do hereby certify as follows:**   **        **ONE:**   We are the duly elected and acting President and Secretary, respectively, of RepublicResources, Inc. (the "Corporation").**   **       	**TWO:**   The Corporation's Amended and Restated Articles of Incorporation were filed with theSecretary of State of the state of Nevada on July 11, 2001.**   **      **THREE:**   This Certificate of Amendment of Articles of Incorporation constitutes an amendment of theAmended and Restated Articles of Incorporation in accordance with Nevada Revised Statutes, Section78.385.**   **       **FOUR:**  The Certificate of Amendment of Articles of Incorporation was adopted unanimously by theBoard of Directors on January 31, 2002, and by the vote of stockholders at a Special  Meeting of Stockholdersheld on April 4, 2002.  Stockholders holding voting shares in the Corporation entitling them to exercise at leasta majority of the voting power for each class of the Corporation's securities required to vote to amend theAmended and Restated Articles of Incorporation of the Corporation voted in favor of adoption of the Amendedand Restated Articles of Incorporation.**   **       	**FIVE:**   The directors of the Corporation have adopted, and the stockholders have duly approved thefollowing resolution:**   **            		**RESOLVED**, that Article III of the Amended and Restated Articles of Incorporationof Republic Resources, Inc. shall be amended to increase the number of authorized sharesof $0.10 par value Common Stock that the Corporation is authorized to issue to 30,000,000shares such that after such amendment, Article III of the Amended and Restated Articles ofIncorporation shall read and provide as follows:
**Article IIICapital**
**                3.1.	Authorized Capital.**  The aggregate number of shares which the Corporation shallhave authority to issue shall be 30,000,000 shares of **common stock**, par value $0.10 per share ("CommonStock"), and 605,000 shares of **Preferred Stock**, par value $0.01 per share (the "Preferred Stock").  Thedesignations, preferences, limitations and relative rights of shares of each class of stock shall be as set forthbelow:**   **              		**3.2.	Common Stock.**  The holders of Common Stock shall be entitled to receive the netassets of the Corporation upon dissolution or liquidation, subject to the payment of any preferences applicableto the outstanding Preferred Stock.  All Common Stock, when duly issued, shall be fully paid and non-assessable.  Each holder of Common Stock shall have one vote for each share of stock standing in his nameon the books of the Corporation and entitled to vote, except that in the election of directors each holder ofCommon Stock shall have as many votes for each share held by him as there are directors to be elected bythe Common Stockholders and for whose election the stockholder has a right to vote.  Cumulative voting shallnot be permitted in the election of directors or otherwise.  The holders of Common Stock shall be entitled toreceive dividends as they may be declared from time to time by the Board of Directors.**   **              **3.3.	Preferred  Stock.**  The Corporation may issue the Preferred Stock from time to time in oneor more series with such distinctive designations, rights, preferences, privileges and limitations as the Boardof Directors shall determine.  The Board of Directors hereby is expressly vested with the authority to fix anddetermine the relative rights and preferences of each such series of Preferred Stock to the full extent permittedby these Articles of Incorporation and the General Corporation Law of Nevada in respect to the following:- The rate of dividend, if any, the time of payment of dividends, when the dividends arecumulative, and the date from which any dividends shall accrue;
             
- Whether shares may be redeemed and if so, the redemption price and the terms andconditions of redemption;
             
- The amount payable upon shares in event of either voluntary or involuntaryliquidation;
             
- Sinking fund or other provisions, if any, for the redemption or purchase of shares;
             
- The terms and conditions on which shares may be converted, however, if the sharesof any series are issued with the privilege of conversion, the price at which such shares may or shallbe converted must be fixed at the time of issuance;
             
- Voting powers, if any; and
             
- Any other rights or privileges authorized or permitted under the General CorporationLaw of Nevada.

	        Notwithstanding the fixing of the number of shares constituting the particular series upon the issuancethereof, the Board of Directors may at any time thereafter authorize the issuance of additional shares of thesame series or may reduce the number of shares constituting such series. The Board of Directors expresslyis authorized to vary the provisions relating to the foregoing matters between the various series of  PreferredStock, but in all other respects the shares of each series shall be of equal rank with each other, regardlessof series.  All Preferred Stock in any one series shall be identical in all respects.**   **       **   **     **3.4.	No Preemptive Rights.**  No stockholder of the Corporation shall be entitled as of right toacquire unissued shares of the Corporation or securities convertible into such shares or carrying a right tosubscribe for or to acquire such shares when issued by the Corporation, unless expressly provided to holdersof  Preferred Stock at the time of issuance.
**        SIX:**  The foregoing resolutions adopting the Certificate of Amendment to the Articles of Incorporationare true, correct and exact copies of the resolutions adopted effective April 4, 2002 and they are currently infull force and effect and have not been altered, amended, modified, rescinded or revoked.**   **     	**IN WITNESS WHEREOF,** the undersigned President and Secretary of Republic Resources, Inc. haveexecuted this Amended and Restated Articles of Incorporation this 4th day of April, 2002**   **                                                                    						**Republic Resources, Inc.**                                                                       By:/s/ Patrick J. Duncan                                                                                                 Patrick J. Duncan, President                                                                       By:/s/ Marilyn L. Adams                                                                                                Marilyn L. Adams, Secretary