FILED
                                                           1988 JUN 10 AM 11:20
                                                            Secretary of State
                                                          Tallahassee, Florida

                              Articles of Amendment
                                       To
                            Articles of Incorporation
                                       Of
                               Mergers R US, INC.

     The Articles of Incorporation of mergers R US, INC. ( the  "Corporation" ),
are hereby amended as follows:

     Articles Seventh shall be deleted in its entirety and the following Seventh
shall be substituted in its place and stead:

          The  Corporation  shall  indemnify,  or  advance  expenses  to, to the
          fullest  extent  authorized  or  permitted  by Florida law, any person
          made, a party to any action,  suit or proceeding by reason of the fact
          that he is or was a director  or officer of the  Corporation  or is or
          was serving at the request of the Corporation as a director or officer
          of another  Corporation.  Unless otherwise expressly prohibited by the
          Florida General  Corporation Act, and except as otherwise  provided in
          the  foregoing  sentence,  the Board of Directors  of the  Corporation
          shall  have the sole  and  exclusive  discretion,  on such  terms  and
          conditions as it shall  determine,  to indemnify,  or advance expenses
          to, any persons made, or threatened to be made, a party to any action,
          suit,  or  proceeding  by  reason  of the  fact  that  he is or was an
          employee  or agent of the  Corporation,  or is or was  serving  at the
          request  of  the  Corporation  as an  employee  or  agent  of  another
          corporation, partnership, joint venture, trust or other enterprise. No
          person falling within the purview of the foregoing  sentence may apply
          for  indemnification  or  advancement  of  expenses  to any  court  of
          competent jurisdiction.

     The foregoing was adopted by the written consent of  shareholders  owning a
majority of the issued and  outstanding  shares of common stock on May 26, 1988,
pursuant to FLA. STAT. ss.607.394.

Dated:    As of May 26, 1988

                                                  /s/ Bradley W. Cassel
                                                  Bradley W. Cassel, President


                                                   /s/ Ernest A. Higgins
                                                   Ernest A. Higgins, Secretary


<PAGE>

State of  Florida          )
                           )    SS:
County of Dade             )

     BEFORE ME, a notary public authorized to take  acknowledgments in the State
and County set above,  personally  appeared  Bradley W. Cassel known to me to be
the person who  executed  the  forgoing  Articles  of  Amendment  to Articles of
Incorporation,  and he acknowledged before me that he executed those Articles of
Amendment to the Articles of Incorporation.

     IN WITNESS  WHEREOF,  I have  hereunto  set my hand and affixed my official
seal, in the State and County aforesaid, this 31st day of May, 1988.


                                              /s/ Name unreadable
                                                   Notary Public
                                                  State of Florida at Large
                                                 My Commission Expires:
                                                Notary Public State of Florida
                                           My Commission Expires OCT. 15, 1990

State of Florida             )
                             )    SS:
County of  Palm Beach )

     BEFORE ME, a notary public authorized to take  acknowledgments  in the Sate
and County set above,  personally  appeared  Ernest A. Higgins,  known to me and
known by me to be the person who executed the foregoing Articles of Amendment to
Articles of Incorporation,  and he acknowledged before me that he executed those
Articles Amendment to the Articles of Incorporation.

     IN WITNESS  WHEREOF,  I have  hereunto  set my hand and affixed my official
seal, in the State and County aforesaid, this 3rd day of June, 1988.

                                               /s/ Name unreadable
                                                    Notary Public
                                                State of Florida at Large
                                                 My Commission Expires:
                                              Notary Public State of Florida
                                              My Commission Exp. MAR. 24, 1991
                                              Bonded thru General INS. UND.

<PAGE>

                              Articles of Amendment
                                       To
                            Articles of Incorporation
                                       Of
                               Mergers R US, INC.

     The Articles of Incorporation of Mergers R Us, Inc. ( the " Corporation" ),
are hereby amended as follows:

     Article  Third of the  Corporation's  Articles  of  Incorporation  shall be
deleted in its entirety and the Following  Article Third shall be substituted in
its place and stead:

          The  Corporation is authorized to issue  750,000,000  shares of common
          stock,  par value $.0001 per share,  and 5,000,000 shares of preferred
          stock, par value $.01 per share.

          The  preferred  stock  may be  issued  from  time to time,  with  such
          designations,  preferences,  conversion rights, cumulative,  relative,
          participating,  optional or other rights, qualifications,  limitations
          or  restrictions  thereof  as shall be  stated  and  expressed  in the
          resolution or resolutions providing for the issuance of such preferred
          stock,  adopted by the Board of Directors pursuant to the authority in
          this paragraph given.

     The foregoing was adopted by the written consent of the shareholders owning
a  majority  of the issued and  outstanding  shares of common  stock on June 21,
1988, pursuant to FLA. STAT. ss.607.394.

Date:    As of June 21, 1988


                                           /s/ Bradley W. Cassel
                                           Bradley W. Cassel, President

                                           /s/ Ernest A. Higgins
                                           Ernest A. Higgins, Secretary

State of Florida           )
                           )    SS:
County of Dade             )

     BEFORE ME, a notary public authorized to take  acknowledgments in the State
and County set above,  personally  appeared  Bradley W.  Cassel  known to me and
known by me to be the person who executed the foregoing Articles of Amendment to
Articles of Incorporation,  and he acknowledged before me that he executed those
Articles of Amendment to the Articles of Incorporation.


<PAGE>


     IN WITNESS  WHEREOF,  I have  hereunto  set my hand and affixed my official
seal, in the State and County aforesaid, this 22nd day of June, 1988.


                                              /s/ name unreadable
                                                    Notary Public
                                               State of Florida at Large
                                                My Commission Expires:
                                             Notary Public State of Florida
                                            My Commission Expires OCT. 15, 1990

State of Florida       )
                       )    SS:
County of Palm Beach   )

     BEFORE ME, a notary public authorized to take  acknowledgments in the State
and County set above,  personally  appeared  Ernest A. Higgins,  known to me and
known by me to be the person who executed the foregoing Articles of Amendment to
Articles of Incorporation,  and he acknowledged before me that he executed those
Articles of Amendment to the Articles of Incorporation.

     IN WITNESS  WHEREOF,  I have  hereunto  set my hand and affixed my official
seal, in the State and County aforesaid, this 23rd day of June, 1988.


                                              /s/ Name unreadable
                                              Notary Public
                                              State of Florida at Large
                                              My Commission Expires:
                                              Notary Public State of Florida
                                              My Commission EXP. Mar. 24, 1991
                                              Bonded Thru General INS. UND.



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