Exhibit  3.3


                              ARTICLES  OF  AMENDMENT
                                      TO  THE
                            ARTICLES  OF  INCORPORATION
                                        OF
                              MAG  ENTERPRISES,  INC.

      FIRST:  The present name of the corporation IS "MAG Enterprises, Inc." The
name  of  the corporation is changed by these Articles of Amendment, however, to
"Safari  Associates  Inc."

      SECOND:  The  text  of  each  amendment  adopted  is  :

            (a)  The  Article  at  present  designated "ARTICLE I" is amended to
provide  in  its  entirety:

                                    ARTICLE  I

                                      Name

            The  name  of  the  corporation  is  Safari  Associates,  Inc."

            (b)  The  Article  at present designated "ARTICLE III" is amended to
provide  in  its  entirety:

                                   ARTICLE  III

                                    Purposes

            The  Corporation  is  organized to engage in any and all lawful acts
and/or activities for which corporations may be organized under the Utah Revised
Business  Corporation  Act.

            (c)  The  Article  at  present designated "ARTICLE IV" is amended to
provide  in  its  entirety:

                                   "ARTICLE  IV

                                      Stock


            The  aggregate  number  of  shares which this corporation shall have
authority  to  issue  is  One Hundred Million (100,000,000) shares of $0.001 par
value common stock. All stock of the Corporation shall be of the same class, and
shall have the same rights and preferences. Fully-paid stock of this Corporation
shall  not  be  liable  to  any  further  call  or  assessment.

      (The  foregoing  amendment  of Article IV is made in order to effectuate a
one  for  ten  reverse  split  of  the Corporation's authorized 100,000,000, and
issued  (5,500,000)  shares,  and in order to then increase the number of $0.001
par value shares which the corporation is authorized to issue from 10,000,000 to
100,000,000  shares).

      THIRD:  To  the  extent  that  the amendment of Article IV set forth above
provides  for  an  exchange or reclassification of issued shares, the provisions
for  implementing the same are: the Corporation's board of directors has adopted
a  resolution  providing  that its transfer agent (American Registrar & Transfer
Company,  705  Newhouse  Building,  Salt  Lake  City, Utah 84111) shall issue a
new  form  company  certificate  representing  one share of its $0.001 par value
(that provided for by said amendment) stock for each ten shares of the Company's
prior $0.0001 par value stack that are represented by such old form certificate,
as  may  be  presented  for  registration  of transfer in the ordinary course of
business.

      FOURTH: Each and all of the foregoing amendments were adopted on September
3,  1993  by  the  shareholders  of the Corporation at a duly Special Meeting of
Shareholders  held

on  that  date  ("the  Meeting  Date").

      FIFTH:  (a)  The  Corporation  had only one voting group as of the Meeting
Date,  to  wit, the 5,500,000 shares it then had issued and outstanding (and all
of  which were under its articles of incorporation entitled to vote generally on
the  amendments)  of  the  only  class  of  stock which the Corporation was then
authorized  to  issue,  to  wit,  $0.0001  par value common stock, and 3,257,000
shares of the Corporation's said sole voting group were Indisputably represented
at  the  said  Special  Meeting.

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            (b)  A total of 3,757,OOO votes were cast for and no votes were cast
against  each of the amendments hereinbefore set forth by the Corporation's sole
voting group, which number constituted more than a majority of the Corporation's
outstanding  shares  and  was  sufficient  for  approval  and  adoption  of  the
amendments  by  the  Corporation's  sole  voting  group.

      WHEREFORE, the undersigned Secretary of MAG Enterprise, Inc., hereby makes
and  executes these Articles of Amendment pursuant to specific authorization and
direction  from the board of directors of said Corporation to do so, an this 3rd
day  of  September,  1993.


                                             /s/  Lillian  Berger
                                             -------------------------
                                             Lillian  Berger,  Secretary

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Exhibit  3.4

                            SAFARI  ASSOCIATES,  INC.

              ARTICLES  OF  AMENDMENT  TO  ARTICLES  OF  INCORPORATION
                    Pursuant  to  U.C.A.  Section  16-10a-1006

-  First:  That  at  a  meeting  of the Board of Directors of Safari Associates,
Inc.  ("the  Company")  resolutions  were  duly adopted setting forth a proposed
amendment  of  the  Articles  of  Incorporation  of  the  Company, declaring the
amendment  to  be  advisable  and  in  the  best interest of the Company and its
shareholders.

The  resolution  setting  forth  the  proposed  amendment  is  as  follows:

     Resolved,  that  the  Articles  of  Incorporation  of  this  corporation be
amended  by  changing  the  Article  thereof  numbered  "ARTICLE IV" so that, as
amended,  that  ARTICLE  IV  shall  be  and  read  as  follows:


                                 ARTICLE  IV

                                   Stock

The  aggregate  number  of  shares which the corporation shall have authority to
issue  is  Sixty  Million  (60,000,000)  shares,  divided  into:

     50,000,000  Common  Shares,  having  a  par  value  of  one tenth of a cent
     ($.001)  per  share;

     and

     10,000,000  Preferred  Shares,  having  a  par value of one tenth of a cent
     ($.001)  per  share.

A  statement  of  the  preferences,  privileges,  and restrictions granted to or
imposed  upon  the  respective  classes  of  shares or the holders thereof is as
follows:

     A.   Common  Shares.  The  terms  of  the  50,000,000  Common Shares of the
corporation  shall  be  as  follows.

          (1)  Dividends.  Whenever  cash  dividends  upon  the Preferred Shares
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of  all  series thereof at the time outstanding, to the extent of the preference
to  which  such  shares  are entitled, shall have been paid in full for all past
dividend  periods,  or  declared  and  set  apart  for  payment, such dividends,
payable  in  cash,  stock,  or  otherwise,  as may be determined by the Board of
Directors,  may  be  declared  by  the  Board of Directors and paid from time to
time  to  the  holders  of the Common Shares out of the remaining net profits or
surplus  of  the  corporation.

          (2)  Liquidation.  In  the  event  of any liquidation, dissolution, or
winding  up  of  the  affairs  of  the  corporation,  whether  voluntary  or
involuntary,  all  assets  and  funds  of  the  corporation  remaining after the
payment  to  the  holders  of  the Preferred Shares of all series thereof of the
full  amounts  to which they shall be entitled as hereinafter provided, shall be
divided  and  distributed  among  the  holders of the Common Shares according to
their  respective  shares.

          (3)  Voting  rights.  Each  holder  of  a  Common Share shall have one
vote  in  respect  of  each share of such stock held by him.  There shall not be
cumulative  voting.

        B.  Preferred  Shares.   Prior  to  the issuance of any of the Preferred
Shares,  the  Board  of Directors shall determine the number of Preferred Shares
to  then  be  issued  from  the  Ten Million (10,000,000) shares authorized, and
such  shares  shall  constitute  a  series of the Preferred Shares.  Such series
shall  have  such  preferences, limitations, and relative rights as the Board of
Directors  shall  determine  and  such  series  shall  be given a distinguishing
designation.  Each  share  of  a series shall have preferences, limitations, and
relative  rights  identical  with  those of all other shares of the same series.
Except  to  the  extent  otherwise  provided  in  the  Board  of  Directors'
determination  of  a  series,  the shares of such series shall have preferences,
limitations,  and  relative  rights  identical  with  all  other  series  of the
Preferred  Shares.  Preferred  Shares  may  have  dividend or liquidation rights
which  are  prior  (superior  or  senior) to the dividend and liquidation rights
and  preferences  of  the  Common  Shares  and any other series of the Preferred
Shares.  Also,  any  series  of  the  Preferred  Shares  may have voting rights.

     Resolved,  that  the  Articles  of  Incorporation  of  this  corporation be
amended  by  changing  the  Article  thereof  numbered  "ARTICLE  V" so that, as
amended,  that  ARTICLE  V  shall  be  and  read  as  follows:


                                  ARTICLE  V
                                  Amendment

These  Articles  of  Incorporation  may  be amended by the affirmative vote of a
majority  of  the  shares  entitled to vote on each such amendment, or, whenever
permitted  by  the  Utah  Code  and  the Company's By-Laws, by a majority of the
Board  of  Directors  or by Unanimous Written Consent of the Board of Directors.


-  Second:  That the aforesaid amendment was duly adopted in accordance with the
provisions  of  Sections  16-10a-1001  and  16-10a-852  of  the Utah Corporation
Code.

-  Third:  That  the  aforesaid  amendment was approved by holders of a majority
of  issued  and  outstanding Common shares of the Company in accordance with the
Company's  initial  Articles  of  Incorporation  and  Section 16-10a-1003 of the
Utah  Corporation  Code.  Of  the  total  shares  eligible  to  vote (holders of
the  Company's  Common Stock) the majority of the shares voted affirmatively for
the amendment.  This vote was obtained by a written consent to action in lieu of
a  special
meeting,  in  accordance  with  Section  16-10a-704.  Total  shares  eligible to
vote:  11,458,583.  Total  affirmative  votes:  6,040,385.

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-  Fourth:  That  the  capital  of  the aforesaid corporation was not be reduced
under  or  by  reason  of  the  aforesaid  amendment.


      /s/  Morton  Berger
BY:  ________________________________
    Morton  Berger,  President  and  CEO


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