Exhibit 3.3

                              ARTICLES OF AMENDMENT
                        TO THE ARTICLES OF INCORPORATION
                                       OF
                               MEDGRUP CORPORATION


     Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:

     FIRST: The name of the corporation is: MEDGRUP CORPORATION

     SECOND: The following amendment to the Articles of Incorporation was
adopted on November 30, 2000, as prescribed by the Colorado Business Corporation
Act, by a vote of the shareholders. The number of shares voted for the amendment
was sufficient for approval.

     Article III shall be amended and restated in its entirety as follows:

     Capital Structure.
     -----------------

     Section 1. Authorized Capital. The total number of shares of all classes
which the Corporation shall have authority to issue is 50,000,000, of which
5,000,000 shall be Preferred Stock, $.001 par value per share and 45,000,000
shall be Common Stock, $.001 par value per share, and the designations,
preferences, limitations and relative rights of the shares of each class are as
follows:

     Section 2. Preferred Stock. The Corporation, by resolution of its Board of
Directors, may divide and issue the Preferred Stock in series. Preferred Stock
of each series, when issued, shall be designated to distinguish them from the
shares of all other series. The Board of Directors is hereby expressly vested
with authority to divide the class of Preferred Stock into series and to fix and
determine the relative rights and preferences of the stock of any such series so
established to the full extent permitted by these Amended Articles of
Incorporation and the Colorado Business Corporation Act in respect to the
following:

          A. The number of shares to constitute such series, and the distinctive
designations thereof;

          B. The rate and preference of dividends, if any, the time of payment
of dividends, whether dividends are cumulative and the date from which any
dividend shall accrue;

          C. Whether shares may be redeemed and, if so, the redemption price and
the terms and conditions of redemption;

          D. The amount payable upon shares in event of involuntary liquidation;

          E. The amount payable upon shares in event of voluntary liquidation;

          F. Sinking fund or other provisions, if any, for the redemption or
purchase of shares;

          G. The terms and conditions on which shares may be converted, if the
shares of any series are issued with the privilege of conversion;

          H. Voting powers, if any; and

          I. Any other relative rights and preferences of shares of such series,
including, without limitation, any restriction on an increase in the number of
shares of any series theretofore authorized and any limitation or restriction of
rights or powers to which shares of any future series shall be subject.

<PAGE>


Section 3. Common Stock.
           ------------

          A. The rights of holders of Common Stock to receive dividends or share
in the distribution of assets in the event of liquidation, dissolution or
winding up of the affairs of the Corporation shall be subject to the
preferences, limitations and relative rights of the Preferred Stock fixed in the
resolution or resolutions which may be adopted from time to time by the Board of
Directors of the Corporation providing for the issuance of one or more series of
the Preferred Stock.

          B. The holders of the Common Stock shall be entitled to one vote for
each Common Share held by them of record at the time for determining the holders
thereof entitled to vote.

                                            MEDGRUP CORPORATION



                                            Signature /s/ Terry J. Holmes
                                                     --------------------------
                                                     Terry J. Holmes, President


                                       2