Exhibit  3.5


                            SAFARI  ASSOCIATES,  INC.

                    Articles  of  Amendment  setting  forth  the
              Preferences,  Limitations  and  Relative  Rights  of  the
              Founder's  2002  Series  of  Convertible  Preferred  Stock

                           Par  Value  $.001  Per  Share
            Liquidation  Value  and  Stated  Capital  $10.00  Per  Share
                            ____________________
                            Pursuant  to  Section
           16-10a-602  of  the  Utah  Revised  Business  Corporation  Act:
       Terms  of  class  or  serried  determined  by  the  Board  of  Directors
                            ____________________

     The  undersigned,  being the President of Safari Associates, Inc., a Nevada
Corporation  (hereinafter  called  the "Company"), does hereby certify and amend
as  required  by  Section  16-10a-1006  of the Utah Revised Business Corporation
Act  that  the  following  resolution  has  been  duly  adopted  by the Board of
Directors  of  the  Company:

     RESOLVED,  that  pursuant  to  authority expressly granted to and vested in
the  Board  of  Directors  of  the  Company by the provisions of the Articles of
Incorporation,  as  amended (hereinafter the "Articles of Incorporation") of the
Company,  there  hereby  is  created,  out of the 10,000,000 shares of preferred
stock  of  the  Company  authorized  in  Article  IV  of  its  Articles  of
Incorporation,  as  amended  (the  "Preferred  Stock"), a series of five hundred
thousand  (500,000)  shares, which series shall have the following  Preferences,
Limitations  and  Relative  Rights  (in  addition  to  the designations, powers,
preferences,  rights,  qualifications, limitations and restrictions set forth in
the  Articles  of  Incorporation  of  the  Company  which  are applicable to the
Preferred  Stock):

     1.   DESIGNATION.

     The  designation  of  the  said  series of the Preferred Stock shall be the
"Founder's  2002  Series  of  Convertible  Preferred  Stock"(referred to in this
Certificate  as  the  "Founder's  2002  Series").


     2.   NUMBER  OF  SHARES;  PAR  VALUE.

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     The  number  of  shares  of  the  Founder's 2002 Series shall be limited to
500,000.  The  shares  of  the  Founder's  2002  Series  shall be issued as full
shares  and  shall have a par value of one-tenth of a cent ($.001) per share and
a  stated  capital  of  Ten  ($10.00)  per  share.

     3.   DIVIDENDS.

     (a)  The  holders  of  the  Founder's  2002  Series  shall  be  entitled to
receive,  out  of any funds of the Company at the time legally available for the
declaration  of  dividends,  a  dividend equivalent to that declared and/or paid
with  respect  to  the  shares  of  the Common Stock of the Company, except that
each  share  of  the  Founder's 2002 Series of Convertible Preferred Stock shall
receive  eight  (8) times the dividend payable with respect to each share of the
Company.  There  shall  be no duty imposed on Safari Associates, Inc. to declare
any  dividend,  regardless of the funds legally available for the declaration of
a  dividend;  it  being  the intent that the shares of the Founder's 2002 Series
be  entitled  to  a  dividend only if a dividend is declared with respect to the
Company's  Common  Stock.

     4.   LIQUIDATION.

     In  the  event of a liquidation, dissolution, or winding up of the Company,
whether  voluntary  or  involuntary,  where  the shares of Founder's 2002 Series
have  not  been  converted to shares of Common Stock of the Company, as provided
below,  the  holders  of  shares  of  Founder's 2002 Series shall be entitled to
receive  out  of  the  assets  of the Company legally available therefor whether
such  assets  are  capital  or  surplus  of  any  nature, the sum of Ten Dollars
($10.00)  per  share, and, in addition to such amount, a further amount equal to
the  dividends  declared but unpaid and accumulated thereon, to the date of such
distribution,  and  no  more,  before  any  payment  shall be made or any assets
distributed  to  the holders of shares of Common Stock. If upon such liquidation
dissolution,  or  winding  up,  whether  voluntary  or  involuntary,  the assets
distributed  among  the  holders  of  all  classes  of the Founder's 2002 Series
shall  be  insufficient  to  permit the payment to such shareholders of the full
preferential  amounts,  then  the entire assets of the Company to be distributed
shall  be  distributed  ratably  among the holders of the Founder's 2002 Series.


     5.   VOTING.

     The  Founder's  2002  Series shall have voting rights. For voting purposes,
such  series  shall  be  considered part of the Common Stock and shall vote with
the  Common  Stock,  rather  than as a separate Series of preferred stock.  Each
share  of  the  Founder's  2002  Series  shall  have  one  vote  per  share.

     6.   VOLUNTARY  CONVERSION  INTO  SHARES  OF  COMMON  STOCK OF THE COMPANY.

     Each  share  of  the  Founder's  2002 Series of Convertible preferred Stock
shall,  from  and after July 10, Founder's 2002, at the option of the respective
holders  thereof,  be  convertible  into  ten(10)fully  paid  and  nonassessable
shares  of  Common  Stock  of  the  Company,  upon  the  following  terms  and
conditions,  except  that  any  of  such  Founder's  2002  Series of Convertible
Preferred  Stock  shares  which  have  been  called  for  redemption  shall  be
convertible  up  to  and  including, but not after, the close of business on the
tenth  (10)  day  prior  to  the  redemption  date.

     (i)  In  order  to  exercise  the  conversion  privilege,  the  holder  of
     any  of  the  shares  of  the  Founder's  2002  Series  of  Convertible
     Preferred  Stock  to  be  converted  shall  surrender  the  certificate  or
     certificates  therefor,  to  any  transfer  agent  of  the  Company  for
     the  shares  of  Common  Stock  of  the  Company,  duly  endorsed  in blank
     for  transfer  with  the  signature  Medallion  guaranteed,  accompanied
     by  written  notice  of  election  to  convert  such  shares  or  a portion
     thereof  executed  on  the  form  set  for  the  on  such  certificates  or
     on  such  other  form  as  may  be  provided  from  time  to  time  by  the
     Company.

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     (ii)  As  soon  as  practicable  after  the  surrender  of  each
     certificate  as  provided  herein,  the  Company  shall  cause  to  be
     issued  and  delivered,  at  the  office  of  such  transfer  agent,  to or
     on  the  order  of  the  holder  of  the  certificates  thus surrendered, a
     certificate  or  certificates  for  the  number  of  full  shares  of
     Common  Stock  issuable  hereunder  upon  the  conversion  of  such
     shares  of  the  Founder's  2002  Series  of  Convertible  Preferred  Stock
     and  cash  or  scrip,  as  provided  in  subparagraph  (v)  below,  in
     respect  of  any  fraction  of  a  common  share  issuable  upon  such
     conversion.  Such  conversion  shall  be  deemed  to  have  been  effected
     on  the  date  on  which  the  certificate  was  issued  and the  person in
     whose  name  any  certificate  or  certificates  for  Common  Stock  are
     issuable  upon  conversion  shall  be  deemed  to  have  become  on  such
     date  the  holder  of  record  of  the  shares  of  Common  Stock
     represented  thereby.  Any  certificates,  or  uncertificated  shares  in
     the  Founder's  2002  Series  shall  become  null  and  void  upon  the
     expiration  of  the  ten  (10)  business  days  bypassed  as  referred  to
     above,  and  the  holder  shall  have  no  further  rights  in  the
     Founder's  2002  Series  except  to  receive  Common  Stock  in  the
     Company.

     (ii)  At  the  close  of  business  of  the  tenth  (10th)  business  day
     after  the  Company  provides  written  notification  of  such
     conversion,  each  share  of  Series  Founder's  2002  shall  be  converted
     into  a  maximum  of  one  hundred  (100)  Common  Shares  of  the  Company
     at  a  conversion  price  of  the  lower  of  either  ten cents ($0.10) per
     share,  or  80%  of  the  average  closing  price  per  share  of  the
     Company's  Common  Stock  for  the  previous  20  business  days,  as
     reported  by  the  OTC  Bulletin  Board.

     (iii)  Earned  and  declared  but  unpaid  and  accrued  or  accumulated
     dividends  on  the  Founder's  2002  Series  shall  be  convertible  in the
     same  manner  and  on  the  same  terms  as  the  stated  capital.

     (iv)  As  long  as  any  of  the  shares  of  the  Founder's  2002  Series
     remain  outstanding,  the  Company  shall  take  all  steps  necessary  to
     reserve  and  keep  available  a  number  of  the  authorized  but unissued
     shares  of  the  Company's  Common  Stock  sufficient  for  issuance  upon
     conversion  of  all  such  outstanding  shares  of  the  Founder's  2002
     Series.

     (v)  All  certificates  for  the  shares  of  the  Founder's  2002  Series
     that  are  converted  as  provided  herein  shall  be  canceled  and
     retired,  whether  or  not  surrendered,  and  no  further  shares  of  the
     Founder's  2002  Series  shall  be  issued  in  lieu  thereof.

     (vi)  The  conversion  described  above  shall  be  subject  to  such
     further  terms  and  conditions  as  may  from  time  be  adopted  by  the
     Board  of  Directors  of  the  Company.

     (vii)  All  shares  of  Common  Stock  issued  upon  the  conversion  of
     the  shares  of  the  Founder's  2002  Series  shall  be  validly  issued
     and  outstanding,  and  fully  paid  and  nonassessable.

     7.   NO  PREEMPTIVE  RIGHTS.

     No  holder  of  any  shares of the Founder's 2002 Series, as such, shall be
entitled  as  a matter of right to subscribe for or purchase any part of any new
or  additional  issue  of  shares  of  any  class  or  series,  junior or senior

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thereto,  or  securities  convertible into, exchangeable for, or exercisable for
the  purchase  of,  shares of any class or series, junior or senior, whether now
or  hereafter  authorized,  and  whether issued for cash, property, services, by
way  of  dividends,  or  otherwise.


     IN  WITNESS  WHEREOF,  the  Company  has caused this Certificate to be duly
executed  on  its  behalf  by  its  undersigned President and attested to by its
Secretary  this  10th  day  of  July,  2002.

                               Safari  Associates,  Inc.
ATTEST:
[Corporate  Seal]              By:  /s/  Morton  Berger
                                 __________________________________
Lillian  Berger                   Morton  Berger,  President
_________________________
Secretary

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