EXHIBIT 3(i)

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

     Material Technologies, Inc. (the "Corporation"), a Delaware corporation,

     DOES HEREBY CERTIFY:

FIRST: That the Corporation's Board of Directors adopted by unanimous written
consent resolutions proposing the following amendments to the Corporation's
Certificate of Incorporation and declaring these amendments to be advisable:

NOW, THEREFORE, BE IT RESOLVED, that Article 4 of this Corporation's Certificate
of Incorporation shall be amended in its entirety to read as follows:

FOURTH:  The Corporation is authorized to issue one hundred million
(100,000,000) shares of stock all of which stock shall have a par value of $.001
per share in classes as follows:

     a. One hundred million (100,000,000) shares of stock designated as "Common
     Stock", $.001 par value and one hundred thousand (100,000) shares of stock
     designated as "Class B Common Stock", $.001 par value. The holders of
     Common Stock shall be entitled to receive such dividends out of the funds
     or assets of the Corporation legally available therefor as, from time to
     time, the Board of Directors may declare. The holders of Class B Common
     Stock shall not be entitled to receive dividends. The holders of Common
     Stock and the holders of Class B Common Stock shall vote as a single class
     on all matters submitted to a vote of stockholders, with each share of
     Common Stock entitled to one (1) vote and each share of Class B Common
     Stock entitled to five hundred (500) votes. In all other respects, the
     Common Stock and Class B Common Stock shall be identical.

     b. Nine hundred thousand (900,000) shares of stock designated as "Preferred
     Stock", $.001 par value. The Board of Directors is granted the authority by
     resolution to authorize the corporation to issue one or more series of the
     Preferred Stock and to determine the voting powers, full or limited, or no
     voting powers, and such designations, preferences and relative,
     participating, optional or other special rights of each and every series of
     Preferred Stock and the qualifications, limitations or restrictions on such
     preferences and/or rights.


RESOLVED FURTHER that the Directors are authorized and directed to take any and
all actions necessary and in accord with applicable law to implement the
resolutions relating to amending the Certificate of Incorporation as set out
above and to delegate reasonable authority to the Corporation's officers to
implement those actions including but not limited to the filing of any
certificates or other instruments.

SECOND:  That, in accordance with Sec. 228 of the General Corporation Law of
Delaware and in lieu of a meeting and vote of stockholders, the stockholders
holding a majority of the votes of this Corporation have given their written
consent to these amendments.



THIRD:  That these amendments were duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of the General Corporation Law of
Delaware.

IN WITNESS WHEREOF, said Corporation has caused this Certificate to be signed by
Robert M. Bernstein its Chief Executive Officer, and attested by Marjolein
Ripassa, its Assistant Secretary, this 16th day of February 2000.


                                 MATERIAL TECHNOLOGIES, INC.

                                 By:
                                    -----------------------------------------
                                    Robert M. Bernstein, Chief Executive Officer

Attest:
                                    -----------------------------------------
                                    Marjolein Ripassa, Assistant Secretary



                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

     Material Technologies, Inc. (the "Corporation"), a Delaware corporation,

     DOES HEREBY CERTIFY:

FIRST: That the Corporation's Board of Directors adopted by unanimous written
consent resolutions proposing the following amendment to the Corporation's
Certificate of Incorporation increasing the number votes for Class B Common
Stock to one thousand (1,000) votes per share and declaring this amendment to be
advisable:

NOW, THEREFORE, BE IT RESOLVED, that Article 4 of this Corporation's Certificate
of Incorporation shall be amended in its entirety to read as follows:

FOURTH:  The Corporation is authorized to issue one hundred million nine hundred
thousand (100,900,000) shares of stock all of which stock shall have a par value
of $.001 per share in classes as follows:

     a. One hundred million (100,000,000) shares of stock designated as "Common
     Stock", $.001 par value, of which one hundred thousand (100,000) shares of
     stock designated as "Class B Common Stock", $.001 par value. The holders of
     Common Stock shall be entitled to receive such dividends out of the funds
     or assets of the Corporation legally available therefor as, from time to
     time, the Board of Directors may declare. The holders of Class B Common
     Stock shall not be entitled to receive dividends. The holders of Common
     Stock and the holders of Class B Common Stock shall vote as a single class
     on all matters submitted to a vote of stockholders, with each share of
     Common Stock entitled to one (1) vote and each share of Class B Common
     Stock entitled to one thousand (1,000) votes. In all other respects, the
     Common Stock and Class B Common Stock shall be identical.

     b. Nine hundred thousand (900,000) shares of stock designated as "Preferred
     Stock", $.001 par value. The Board of Directors is granted the authority by
     resolution to authorize the Corporation to issue one or more series of the
     Preferred Stock and to determine the voting powers, full or limited, or no
     voting powers, and such designations, preferences and relative,
     participating, optional or other special rights of each and every series of
     Preferred Stock and the qualifications, limitations or restrictions on such
     preferences and/or rights.

RESOLVED FURTHER that the Directors are authorized and directed to take any and
all actions necessary and in accord with applicable law to implement the
resolutions relating to amending the Certificate of Incorporation as set out
above and to delegate reasonable authority to the Corporation's officers to
implement those actions including but not limited to the filing of any
certificates or other instruments.

SECOND:  That, in accordance with Sec. 228 of the General Corporation Law of
Delaware and in lieu of a meeting and vote of stockholders, the stockholders
holding a majority of the votes of this Corporation have given their written
consent to these amendments.



THIRD:  That these amendments were duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of the General Corporation Law of
Delaware.

IN WITNESS WHEREOF, said Corporation has caused this Certificate to be signed by
Robert M. Bernstein its Chief Executive Officer, and attested by Marjolein
Ripassa, its Assistant Secretary, this 12th day of July 2000.


                                 MATERIAL TECHNOLOGIES, INC.

                                 By:
                                    -----------------------------------------
                                    Robert M. Bernstein, Chief Executive Officer

Attest:
                                    -----------------------------------------
                                    Marjolein Ripassa, Assistant Secretary