CERTIFICATE OF AMENDMENT OF
                            ARTICLES OF INCORPORATION
                                OF IMAGING3, INC.

The undersigned certify that:

         1.       They are the Chief Executive Officer and the Vice President/
                  Secretary, respectively, of IMAGING3, INC. (formerly known as
                  IMAGING SERVICES, INC.), A California Corporation;

         2.       Pursuant to approval of the Corporation's Board of Directors,
                  as reflected in the Corporation's September 30, 2003 Minutes,
                  Article IV of the Articles of Incorporation of this
                  Corporation is amended to read as follows:

                  Capital Stock. The corporation is authorized to issue Five-
                  Hundred Million (500,000,000) shares of capital stock. There
                  shall be only one class of capital stock of the Corporation.

         3.       The Board of Directors has duly approved the foregoing amend-
                  ment of the Articles of Incorporation;

         4.       The foregoing Amendment of Articles of Incorporation been duly
                  approved by the required vote of shareholders in accordance
                  with Section 902 of the California Corporations Code. The
                  number of shares voting in favor of the Amendment equaled or
                  exceeded the vote required. The percentage vote required was
                  more than. fifty percent (50%).

DATED: September 30, 2003;          By /s/ Dean Janes
                                       -----------------------------------------
                                       DEAN JANES, Chief Executive Officer


                                    By /s/ Xavier Aguilera
                                       -----------------------------------------
                                       XAVIER AGUILERA, Vice President/Secretary