**ARTICLES
      OF AMENDMENT**


**OF
      THE**


**ARTICLES
      OF INCORPORATION**


**OF**


**TOTAL
      IDENTITY CORP.**


(Under
      Section 607.0602 of the Florida Business Corporation Act)





The
      undersigned, being the President and Chief Executive Officer of TOTAL IDENTITY
      CORP., a corporation organized and existing under and by virtue of the Business
      Corporation Act of the State of Florida (the "Corporation"), bearing document
      number S68597, does hereby certify that the following resolutions were duly
      adopted by the Board of Directors of the Corporation as required by Section
      607.0602 of the Florida Business Corporation Act:





**RESOLVED,** that the
      series of Preferred Stock, denominated as the Corporation’s Series 1 Preferred
      Stock and consisting of 1,250,000 shares, be eliminated and restored to the
      status of authorized but unissued Preferred Stock, subject to future designation
      by the Board of Directors in accordance with the authority conferred upon it
      in
      the Corporation’s Articles of Incorporation, as amended.





**RESOLVED,** that by
      virtue
      of the authority contained in the Articles of Incorporation of the Corporation,
      the Corporation has authority to issue 1,500,000 shares of $.01 par value per
      share preferred stock, the designation and amount thereof and series, together
      with the powers, preferences, rights, qualifications, limitations or
      restrictions thereof, to be determined by the Board of Directors pursuant to
      the
      applicable laws of the State of Florida





**RESOLVED,** that pursuant
      to the authority granted to the Board of Directors under the Articles of
      Incorporation, there is hereby created a series of Preferred Stock, to be
      denominated as the Corporation’s Series AA Preferred Stock, consisting of
      1,000,000 shares of preferred stock, $.01 par value per share, having the
      rights, preferences, privileges, powers and limitations set forth
      below.





**RESOLVED,** that
      Article IV of the Corporation’s Articles of Incorporation - SHARES - be and the
      same hereby replaced, in its entirety, by the following:





**ARTICLE
      IV**


**SHARES**





This
      Corporation is authorized to issue two classes of shares of stock to be
      designated as “Common Stock” and “Preferred Stock”. The total number of shares
      of Common Stock which this Corporation is authorized to issue is Thirty Million
      (30,000,000) shares, par value $0.01. The total number of shares of Preferred
      Stock which this Corporation is authorized to issue is One Million Five Hundred
      Thousand (1,500,000) shares, par value $0.01.





The
      shares of Preferred Stock may be issued from time to time on one or more series.
      The Board of Directors of the Corporation (the “Board of Directors”) is
      expressly authorized to provide for the issue of all or any of the shares of
      Preferred Stock in one or more series, and to fix the number of shares and
      to
      determine or alter for each such series, such voting powers, full or limited,
      or
      no voting powers, and such designations, preferences, and relative,
      participating, options, or other rights and such qualifications, limitations,
      or
      restrictions thereof, as shall be stated and expressed in the resolution or
      resolutions adopted by the Board of Directors providing for the issue of such
      shares (a “Preferred Stock Designation”) and as may be permitted by the General
      Corporation Law of the State of Florida. The Board of Directors is also
      expressly 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 that series. In case the number of shares of any
      such
      series shall be so decreased, the shares constituting such decrease shall resume
      the status that they had prior to the adoption of the resolution originally
      fixing the number of shares of such series.





The
      series of Preferred Stock, denominated as the Corporation’s Series A Preferred
      Stock and consisting of 250,000 shares, is hereby eliminated and restored to
      the
      status of authorized but unissued Preferred Stock, subject to future designation
      by the Board of Directors in accordance with the authority conferred upon it
      in
      the Corporation’s Articles of Incorporation, as amended.





The
      series of Preferred Stock, denominated as the Corporation’s Series B Preferred
      Stock and consisting of 500,000 shares, is hereby eliminated and restored to
      the
      status of authorized but unissued Preferred Stock, subject to future designation
      by the Board of Directors in accordance with the authority conferred upon it
      in
      the Corporation’s Articles of Incorporation, as amended.





The
      series of Preferred Stock, denominated as the Corporation’s Series 1 Preferred
      Stock and consisting of 1,250,000 shares, is hereby eliminated and restored
      to
      the status of authorized but unissued Preferred Stock, subject to future
      designation by the Board of Directors in accordance with the authority conferred
      upon it in the Corporation’s Articles of Incorporation, as amended.





**Designation
      of Series AA Preferred Stock**





Of
      the
      1,500,000 shares of Preferred Stock, par value $.01 per share, authorized
      pursuant to the Articles of Incorporation, as amended, 1,000,000 of such shares
      are hereby designated as “Series AA Preferred Stock.” The powers, designations,
      preferences, rights, privileges, qualifications, limitations and restrictions
      applicable to the Series AA Preferred Stock are as follows:





***A.***  ***Designation.*** There
      is
      hereby designated a series of Preferred Stock denominated as “Series AA
      Preferred Stock,” consisting of 1,000,000 shares, $.01 par value per share,
      having the powers, preferences, rights and limitations set forth
      below.





***B.***  ***Liquidation
      Rights*** **.** The
      holders of the Series AA Preferred Stock shall have liquidation rights as
      follows (the “Liquidation Rights”):





1.  Payments .
      In the
      event of any liquidation, dissolution or winding up of the Company, holders
      of
      shares of Series AA Preferred Stock are entitled to receive, out of legally
      available assets, a liquidation preference of $0.01 per share, and no more,
      before any payment or distribution is made to the holders of the Corporation’s
      common stock (the “Common Stock”). But the holders of Series AA Preferred Stock
      will not be entitled to receive the liquidation preference of such shares until
      the liquidation preferences of any series or class of the Corporation’s stock
      hereafter issued that ranks senior as to liquidation rights to the Series AA
      Preferred Stock (“senior liquidation stock”) has been paid in full. The holders
      of Series AA Preferred Stock and all other series or classes of the
      Corporation’s stock hereafter issued that rank on a parity as to liquidation
      rights with the Series AA Preferred Stock are entitled to share ratably, in
      accordance with the respective preferential amounts payable on such stock,
      in
      any distribution (after payment of the liquidation preference of the senior
      liquidation stock) which is not sufficient to pay in full the aggregate of
      the
      amounts payable thereon. After payment in full of the liquidation preference
      of
      the shares of Series AA Preferred Stock, the holders of such shares will not
      be
      entitled to any further participation in any distribution of assets by the
      Corporation.





2.  Corporation
      Action .
      Neither
      a consolidation, merger or other business combination of the Corporation with
      or
      into another corporation or other entity, nor a sale or transfer of all or
      part
      of the Corporation’s assets for cash, securities or other property will be
      considered a liquidation, dissolution or winding upon the
      Corporation.





***C.***  ***Conversion.*** The
      holders of the Series AA Preferred Stock shall have the right to convert their
      Series AA Preferred Stock into Common Stock at the rate of 10,000 shares of
      Common Stock for each share of Series AA Preferred Stock outstanding. Such
      conversion right may be exercised at any time during which the Series AA
      Preferred Stock is outstanding. Notwithstanding the foregoing, the Series AA
      Preferred Stock may not be converted into Common Stock except to the extent
      that, at the time of conversion, there are a sufficient number of authorized
      but
      uinissued and unreserved shares of Common Stock available to permit conversion.
      Any holder of Series AA Preferred Stock desiring to convert its Series AA
      Preferred Stock shall provide a written notice of conversion to the Company
      specifying the number of shares to be converted, accompanied by the certificate
      evidencing the Series AA Preferred Stock to be converted, as well as a duly
      executed stock power with signature medallion guaranteed (“Conversion Notice”).
      In the event that, at the time of its receipt of the Conversion Notice, the
      Company does not have a sufficient number of authorized but unissued and
      unreserved shares of Common Stock to permit conversion of all outstanding shares
      of Series AA Preferred Stock, it shall, within five (5) business days following
      its receipt of the Conversion Notice, provide written notice of its receipt
      of
      the Conversion Notice to all holders of Series AA Preferred Stock (the “Company
      Notice”). Each holder of Series AA Preferred Stock shall then have a period of
      five (5) business days from the date of the Company Notice in which to provide
      written notice to the Company of such holder’s election to convert its Series AA
      Preferred Stock into its pro-rata portion of the authorized but unissued and
      unreserved Common Stock issuable pursuant to the Conversion Notice. The Company
      shall issue Common Stock upon conversion of the Series AA Preferred Stock based
      upon the Conversion Notice and responses to the Company Notice, if any. The
      first Conversion Notice received by the Company shall govern the issuance of
      Common Stock to all holders of Series AA Preferred Stock and the Company shall
      not recognize any other Conversion Notice until the issuance of Common Stock
      based upon the initial Conversion Notice has been completed. Future Conversion
      Notices shall be governed by the process set forth in this
      paragraph.





***D.***  ***Voting
      Rights.*** The
      holders of the Series AA Preferred Stock shall have 10,000 votes per share
      of
      Series AA Preferred Stock, and shall be entitled to vote on any and all matters
      brought to a vote of stockholders of Common Stock, and shall vote as a group
      with and on the same basis as holders of Common Stock. Holders of Series AA
      Preferred Stock shall be entitled to notice of all stockholder meetings or
      written consents with respect to which they would be entitled to vote, which
      note would be provided pursuant to the Corporation’s By-Laws and applicable
      statutes. Except as otherwise set forth herein, and except as otherwise required
      by law, holders of Series AA Preferred Stock shall have not have class voting
      rights on any matter.





***E.***  ***Protective
      Provisions.*** So long
      as shares of Series AA Preferred Stock are outstanding, the Corporation shall
      not, without first obtaining the approval (by voting or written consent, as
      provided by Florida law) of the holders of at least a majority of the then
      outstanding shares of Series AA Preferred Stock:





|· | Alter
              or change the rights, preferences or privileges of the shares of Series
              AA
              Preferred Stock so as to affect adversely the holders of Series AA
              Preferred Stock; or
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | Do
              any act or thing not authorized or contemplated by this Designation
              which
              would result in taxation of the holders of shares of the Series AA
              Preferred Stock under Section 305 of the Internal Revenue Code of 1986,
              as
              amended (or any comparable provision of the Internal Revenue Code as
              hereafter from time to time amended).
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




***F.***  ***Preferences.*** Nothing
      contained herein shall be construed to prevent the Board of Directors of the
      Corporation from issuing one or more series of preferred stock with such
      preferences as may be determined by the Board of Directors, in its
      discretion.





***G.***  ***Amendments.*** Subject
      to Section E above, the designation, number of, and voting powers, designations,
      preferences, limitations, restrictions and relative rights of the Series AA
      Preferred Stock may be amended by a resolution of the Board of Directors. At
      any
      time there are no shares of Series AA Preferred Stock outstanding, the Board
      of
      Directors may eliminate the Series AA Preferred Stock by amendment to these
      Articles of Amendment.





***H.***  ***Adjustments.*** The
      outstanding shares of Series AA Preferred Stock shall be proportionately
      adjusted to reflect any forward split or reverse split of the Corporation’s
      Common Stock occurring after the issuance of Series AA Preferred
      Stock.





The
      foregoing resolutions and amendment were duly adopted by the Board of Directors
      of the Corporation by Unanimous Written Consent in Lieu of Meeting dated October
      __, 2006. Shareholder approval of these Articles of Amendment is not required
      under Section 607.0602 of the Florida Business Corporation Act.








5


**IN
      WITNESS WHEREOF,** the
      undersigned, being the President and Chief Executive Officer of the Corporation,
      has executed these Articles of Amendment as of October __, 2006.








**TOTAL
      IDENTITY CORP.**








By:  _______________________________


Matthew
      P. Dwyer


President
      and Chief Executive Officer