EXHIBIT 3.1

                            ARTICLES OF INCORPORATION

                                       OF

                         APPLIED GENETIC VENTURES, INC.

                                    * * * * *

     FIRST.  The name of the corporation is APPLIED GENETIC VENTURES, INC.

     SECOND. Its principal office in the State of Nevada is located at One East
First Street, Reno, Washoe County, Nevada 89501. The name and address of its
resident agent is The Corporation Trust Company of Nevada, One East First
Street, Reno, Nevada 89501.

     THIRD. The nature of the business, or objects or purposes proposed to be
transacted, promoted or carried on are:

        To engage in any lawful activity and to manufacture, purchase or
otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer
or otherwise dispose of, trade, deal in and deal with goods, wares and
merchandise and personal property of every class and description.

     FOURTH. The amount of the total authorized capital stock of the corporation
is One Hundred Thousand Dollars ($100,000.00) consisting of one hundred million
(100,000,000) shares of Common Stock of the par value of One Mil ($.001) each.

     FIFTH. The governing board of this corporation shall be known as directors,
and the number of directors may from time to time be increased or decreased in
such manner as shall be provided by the by-laws of this corporation, provided
that the number of directors shall not be reduced to less than three (3), except
that in cases where all the shares of the corporation are owned beneficially and
of record by either one or two stockholders, the number of directors may be less
than three (3) but not less than the number of stockholders.

                                        1

<PAGE>

     The names and post-office addresses of the first board of directors,
which shall be three (3) in number, are as follows:

        NAME                                         POST-OFFICE ADDRESS
        ----                                         -------------------
HERBERT E. MUSHKAT                                45 Brixton Road South
                                                  West Hempstead, NY
CHARLES KAHN                                      966 East 13th Street
                                                  Brooklyn, NY
IRVING MALZMAN                                    5502 15th Avenue
                                                  Brooklyn, NY

     SIXTH. The capital stock, after the amount of the subscription price, or
par value, has been paid in shall not be subject to assessment to pay the debts
of the corporation.

     SEVENTH. The name and post-office address of each of the incorporators
signing the articles of incorporation are as follows:

        NAME                                         POST-OFFICE ADDRESS
        ----                                         -------------------
VICKI MATSIL                                      1633 Broadway
                                                  New York, NY 10019
VINCENT R. SMITH                                  1633 Broadway
                                                  New York, NY 10019
YVETTE GERENA                                     1633 Broadway
                                                  New York, NY 10019

     EIGHTH.  The corporation is to have perpetual existence.

     NINTH. In furtherance, and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:

     Subject to the by-laws, if any, adopted by the stockholders, to make, alter
or amend the by-laws of the corporation.

                                        2

<PAGE>

     To fix the amount to be reserved as working capital over and above its
capital stock paid in, to authorize and cause to be executed mortgages and liens
upon the real and personal property of this corporation.

     By resolution passed by a majority of the whole board, to designate one (1)
or more committees, each committee to consist of one (1) or more of the
directors of the corporation, which, to the extent provided in the resolution or
in the by-laws of the corporation, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be stated in the by-laws of the corporation or as may be
determined from time to time by resolution adopted by the board of directors.

     When and as authorized by the affirmative vote of stockholders holding
stock entitling them to exercise at least a majority of the voting power given
at a stockholders' meeting called for that purpose, or when authorized by the
written consent of the holders of at least a majority of the voting stock issued
and outstanding, the board of directors shall have power and authority at any
meeting to sell, lease or exchange all of the property and assets of the
corporation, including its good will and its corporate franchises, upon such
terms and conditions as its board of directors deem expedient and for the best
interests of the corporation.

     TENTH. Meetings of stockholders may be held outside the State of Nevada, if
the by-laws so provide. The books of the corporation may be kept (subject to any
provision contained in the statutes) outside the State of Nevada at such place
or places as may be designated from time to time by the board of directors or in
the by-laws of the corporation.

                                        3

<PAGE>

     ELEVENTH. This corporation reserves the right to amend, alter, change or
repeal any provision contained in the Articles of Incorporation, in the manner
now or hereafter prescribed by statute, or by the Articles of Incorporation, and
all rights conferred upon stockholders herein are granted subject to this
reservation.

     TWELFTH: At all elections of directors of the corporation each holder of
stock possession voting power is entitled to as many votes as equal the number
of his shares of stock multiplied by the number of directors to be elected, and
he may cast all of such votes for a single director or may distribute them among
the number to be voted for or any two or more of them, as he may see fit.

     WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto set our hands this 31st day of October, 1984.



                                                  /s/Vicki Matsil
                                                  -----------------------------
                                                  Vicki Matsil


                                                  /s/Vincent R. Smith
                                                  -----------------------------
                                                  Vincent R. Smith


                                                  /s/ Yvette Gerena
                                                  -----------------------------
                                                  Yvette Gerena


                                        4

<PAGE>

STATE OF NEW YORK   )
                    )  SS:
COUNTY OF NEW YORK  )

     On this 31st day of October, 1984, before me, a Notary Public,
personally appeared VICKI MATSIL, VINCENT R. SMITH and YVETTE GERENA, who
severally acknowledged that they executed the above instrument.

                                                  /s/
                                                  ------------------------------
                                                          Notary Public

                                        5

<PAGE>

                            CERTIFICATE OF AMENDMENT

                                       OF

                            ARTICLES OF INCORPORATION

                                       OF

                         APPLIED GENETIC VENTURES, INC.


     APPLIED GENETIC VENTURES, INC. ("Company"), a Nevada corporation, by its
President and Secretary does hereby certify:

     The Directors of the corporation at a meeting duly held on October 15,
1985, pursuant to shareholder action taken October 10, 1985, passed a resolution
declaring that the following changes and amendments to the Company's Articles of
Incorporation are advisable:

     That ARTICLE FOURTH of the Company's Articles of Incorporation may be
amended to read as follows:

     The amount of the total authorized capital stock of the corporation is
Three Hundred Thousand Dollars ($300,000.00) consisting of three hundred million
(300,000,000) shares of common stock of the par value of One Mil ($.001) each."

     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by
its President and its Secretary on October 15, 1985.

                                                  APPLIED GENETIC VENTURES, INC.
                                                  a Nevada corporation


                                               By /s/Larry Curtis Ward
                                                  ------------------------------
                                                  Larry Curtis Ward, President

ATTEST:

/s/Irving Malzman
-------------------------
Irving Malzman, Secretary

<PAGE>

STATE OF __________ )
                    )  ss.
COUNTY OF           )


     On this 30th day of October, 1985, before me, a Notary Public, personally
appeared Larry Curtis Ward, who acknowledged that he is the President of Applied
Genetic Ventures, Inc. and that he executed the above instrument in such
capacity on behalf of Applied Genetic Ventures, Inc.


                                                  /s/
                                                  ------------------------------
                                                  Notary Public


     On this 30th day of October, 1985, before me, a Notary Public, personally
appeared Irving Malzman, who acknowledged that he is the Secretary of Applied
Genetic Ventures, Inc. and that he executed the above instrument in such
capacity on behalf of Applied Genetic Ventures, Inc.


                                                  /s/
                                                  ------------------------------
                                                  Notary Public


SEAL

<PAGE>

              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

                            (After Issuance of Stock)


                         APPLIED GENETIC VENTURES, INC.
            ---------------------------------------------------------
                               Name of Corporation

We the undersigned                  Steven Walker                     and
                   -------------------------------------------------
                           President or Vice President
         Katherine Walker          of     Applied Genetic Ventures, Inc.
-----------------------------------   -------------------------------------
 Secretary or Assistant Secretary              Name of Corporation

     do hereby certify:

     That the Board of Directors of said corporation at a meeting duly
convened, held on the 12th day of February , 1992, adopted a resolution to amend
the original articles as follows:

     Article ___ is hereby amended to read as follows:

     The name is hereby amended to read American General Ventures, Inc. instead
     of Applied Genetic Ventures, Inc.

     The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 390 million that the
said change(s) and amendment have been consented to and approved by a majority
vote of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.


                                                /s/Steven Walker
                                                ------------------------------
                                                President or Vice President


                                                /s/Katherine Walker
                                                ------------------------------
                                                Secretary or Assistant Secretary

State of      COLORADO         )
         ----------------------
                               )  SS.
County of         EL PASO      )
          ---------------------

     On 3/17/92, personally appeared before me, a Notary Public,
    Steven Walker and Katherine Walker,          who acknowledged that they
-----------------------------------------------
Names of Persons Appearing and Signing Document
executed the above instrument.

                                                /s/ Carolyn R. McClain
                                                ------------------------------
                                                Signature of Notary

          (NOTARY STAMP OR SEAL)

<PAGE>

              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

                            (After Issuance of Stock)


                         APPLIED GENETIC VENTURES, INC.
            ---------------------------------------------------------
                               Name of Corporation

We the undersigned                  Steven Walker                     and
                   -------------------------------------------------
                           President or Vice President
         Katherine Walker          of     Applied Genetic Ventures, Inc.
-----------------------------------   -------------------------------------
 Secretary or Assistant Secretary              Name of Corporation

     do hereby certify:

     That the Board of Directors of said corporation at a meeting duly
convened, held on the 24th day of December, 1985, adopted a resolution to amend
the original articles as follows:

     Article III is hereby amended to read as follows:

         The authorized common shares of the company stock is increased from
         300,000,000 to 500,000,000 shares.

     The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 200 Mil.; that the said
change(s) and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.


                                                /s/Steven Walker
                                                ------------------------------
                                                President or Vice President
                                                Steven Walker


                                                /s/Katherine Walker
                                                ------------------------------
                                                Secretary or Assistant Secretary
                                                Katherine Walker

State of      COLORADO         )
         ----------------------
                               )  SS.
County of         EL PASO      )
          ---------------------

     On April 29, 1992, personally appeared before me, a Notary Public,
        --------------
Steven H. Walker and Katherine Walker              ,  who acknowledged that they
---------------------------------------------------
Names of Persons Appearing and Signing Document

executed the above instrument.

                                                /s/
                                                ------------------------------
                                                Signature of Notary

          (NOTARY STAMP OR SEAL)


<PAGE>

              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

                            (After Issuance of Stock)


                         APPLIED GENETIC VENTURES, INC.
            ---------------------------------------------------------
                               Name of Corporation

We the undersigned                  Steven Walker                     and
                   -------------------------------------------------
                           President or Vice President
         Katherine Walker          of     Applied Genetic Ventures, Inc.
-----------------------------------   -------------------------------------
 Secretary or Assistant Secretary              Name of Corporation

     do hereby certify:

     That the Board of Directors of said corporation at a meeting duly
convened, held on the 21st day of July, 1988, adopted a resolution to amend
the original articles as follows:

     Article III is hereby amended to read as follows:

     The authorized common shares of the company stock is increased from
     500,000,000 to 900,000,000 shares.

     The number of shares of the corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation is 200 Mil.; that the said
change(s) and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.

                                                /s/Steven Walker
                                                ------------------------------
                                                President or Vice President
                                                Steven Walker


                                                /s/Katherine Walker
                                                ------------------------------
                                                Secretary or Assistant Secretary
                                                Katherine Walker

State of      COLORADO         )
         ----------------------
                               )  SS.
County of         EL PASO      )
          ---------------------

     On April 29, 1992, personally appeared before me, a Notary Public,
        --------------
Steven H. Walker and Katherine Walker              ,  who acknowledged that they
---------------------------------------------------
Names of Persons Appearing and Signing Document

executed the above instrument.

                                                /s/
                                                ------------------------------
                                                Signature of Notary

          (NOTARY STAMP OR SEAL)

<PAGE>

State of Nevada                              Telephone 702.687.5203
Office of the Secretary of State             Fax 702.687.3471
101 N. Carson St., Ste. 3                    Website http://sos.state.nv.us
Carson City, Nevada 89701-4786               Filing Fee:

              CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
                         FOR PROFIT NEVADA CORPORATIONS
          (PURSUANT TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK)
                              - REMIT IN DUPLICATE-


1.   Name of corporation:     American General Ventures, Inc., now Nucleus, Inc.
                              --------------------------------------------------
--------------------------------------------------------------------------------
2.   The articles have been amended as follows (provide article numbers, if
available):
                   The name has been changed to Nucleus, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
3.   The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is:  ___________.<F1>

4.   Signatures:

/s/Steven H. Walker                        /s/
------------------------------------       -------------------------------------
PRESIDENT OR VICE PRESIDENT                SECRETARY OR ASST. SECRETARY
(acknowledgment required)                  (acknowledgment not required)

State of: Colorado Springs
          -------------------------
County of:  El Paso
          -------------------------
This instrument was acknowledged before me on
November 5 , 1998, by
-------- --    --
Steven H. Walker (Name of Person)
-----------------
as President
   --------------------------------
as designated to sign this certificate
of Nucleus, Inc.
   --------------------------------
  (name on behalf of whom instrument was executed)
/s/
-----------------------------------
      Notary Public Signature

<F1>
If any proposed amendment would alter or change any preference or any relative
or other right given to any class of series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class of series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.

IMPORTANT:  Failure to include any of the above information and remit the proper
fees may cause this filing to be rejected.

<PAGE>

                               ARTICLES OF MERGER

                                       OF

                           NUCLEUS HOLDING CORPORATION

                                      INTO

                                  NUCLEUS, INC.

FIRST: The name of the surviving entity is Nucleus, Inc. and the place of its
organization is the jurisdiction of Nevada. The name and place of organization
of the entity being merged into the surviving entity is: Nucleus Holding
Corporation, organized in the jurisdiction of Illinois, the laws of which
permits this merger.

SECOND: A plan of merger was adopted by each entity that is a party to this
merger.

THIRD: The plan of merger was submitted to the owners by Nucleus, Inc. the
entity of directors thereof pursuant to Chapter 78 of the Nevada Revised
Statutes.

FOURTH: The designation, percentage of total vote or number of votes entitled to
be cast and the total number of votes or percentage of owner's interests cast
for and against the plan, by each class of owner's interests of Nucleus, Inc.
entitled to vote separately on the plan is as follows:

DESIGNATION                                      VOTES ENTITLED TO BE CAST
-----------                                      -------------------------

Common Stock                                            1,129,827

-------------------------------------------------------------------------------
Votes Or Percentage Of                           Votes Or Percentage Of
Owner's Interest For:  625,472                   Owner's Interest Against:  500

FIFTH: The number of votes or percentage of owner's interests cast for the plan
by the owners of each class of interest of Nucleus, Inc. was sufficient for
approval by the owners of that class.

SIXTH: The plan of merger was submitted to the owners by Nucleus Holding
Corporation pursuant to the Business Corporation Act of Illinois.

SEVENTH: The designation, percentage of total vote or number of votes entitled
to be cast and the total number of votes or percentage of owner's interests cast
for and against the plan, by each class of owner's interests of Nucleus Holding
Corporation entitled to vote separately on the plan is as follows:

<PAGE>

DESIGNATION                                      VOTES ENTITLED TO BE CAST
-----------                                      -------------------------

Common Stock                                                1,000

-----------------------------------------------------------------------------
Votes Or Percentage Of                           Votes Or Percentage Of
Owner's Interest For:  1,000                     Owner's Interest Against: 0

EIGHTH: The number of votes or percentage of owner's interests cast for the plan
by the owners of each class of interests of Nucleus Holding Corporation was
sufficient for approval by the owners of that class.

NINTH: The complete executed plan of merger is on file at the place of business
of Nucleus, Inc. located at 150 North Michigan Avenue, Suite 3610, Chicago,
Illinois 60601 and a copy of the plan will be furnished by Nucleus, Inc., on
request and without cost to any owner of any entity which is a party to this
merger.

TENTH: All entities party to this merger have complied with the laws of their
respective jurisdiction of organization concerning this merger.

                                                 NUCLEUS, INC.


                                                 /s/ John C. Paulsen
                                                 -----------------------------
                                                 John C. Paulsen (President)


                                                 /s/ J. Theodore Hartley
                                                 ------------------------------
                                                 J. Theodore Hartley (Secretary)

State of Illinois          )
                           )
County of Cook             )

         On 4/29/99, personally appeared before me, a Notary Public John C.
Paulsen, who acknowledged that they executed the above instrument.

/s/ JoAnn Gibson
-------------------------------
Signature of Notary Public

(NOTARY STAMP OR SEAL)

<PAGE>

                               ARTICLES OF MERGER
                                       OF
                                  NUCLEUS, INC.

Pursuant to the provisions of the General Corporation Law of the State of
Nevada, the undersigned corporation hereby adopts the following articles of
merger, providing for the merger into NUCLEUS, INC., a Nevada corporation, as
the surviving corporation, of each of TELOS DISTRIBUTING, INC., a Colorado
corporation, and YOUNG DATA SYSTEMS, INC., an Illinois corporation:

FIRST: A Plan of Merger (the "Plan") has been duly adopted providing for the
merger of NUCLEUS, INC., a Nevada corporation, and TELOS DISTRIBUTING, INC., a
Colorado corporation.

SECOND: The Plan has been adopted by each merging entity.

THIRD: Pursuant to 92A.130, approval of the Shareholders of NUCLEUS, INC., was
not required.

FOURTH: Approval of the Shareholders of TELOS DISTRIBUTING, INC. was duly
obtained.

FIFTH: The Articles of Incorporation of NUCLEUS, INC., as the surviving
corporation, will not differ from its pre-merger Articles of Incorporation.

SIXTH: A copy of the complete executed Plan is on file at the place of business
of Nucleus, Inc. located at 150 North Michigan Avenue, Suite 3610, Chicago, IL
60601 and will be furnished upon request at no cost to any party to the merger.

SEVENTH: The surviving corporation shall remain a corporation organized under
the laws of the State of Nevada and the address of its principal office is 150
North Michigan Avenue, Suite 3610, Chicago, Illinois 60601.

EIGHTH: A Plan of Merger (the "Plan") has been duly adopted providing for the
merger of NUCLEUS, INC., a Nevada corporation, and YOUNG DATA SYSTEMS, INC., an
Illinois corporation.

NINTH: The Plan has been adopted by each merging entity.

TENTH: Pursuant to 92A.130 approval of the Shareholders of NUCLEUS, INC., as the
surviving corporation, was not required.

ELEVENTH: The Plan was approved by unanimous written consent of the Shareholders
of YOUNG DATA SYSTEMS, INC.

TWELFTH: The Articles of Incorporation of NUCLEUS, INC., as the surviving
corporation, will not differ from its pre-merger Articles of Incorporation.

<PAGE>

THIRTEENTH: A copy of the complete executed Plan is on file at the place of
business of Nucleus, Inc. located at 150 North Michigan Avenue, Suite 3610,
Chicago, IL 60601 and will be furnished upon request at no cost to any party to
the merger.

FOURTEENTH: The surviving corporation shall remain a corporation organized under
the laws of the State of Nevada and the address of its principal office is 150
North Michigan Avenue, Suite 3610, Chicago, Illinois 60601.

Dated: June 29, 1999
                                           NUCLEUS, INC., a Nevada corporation

                                           By: /s/ John Paulsen
                                               ---------------------------------
                                           Name: John Paulsen
                                                 -------------------------------
                                           Its: President


                                           By: /s/ J. Theodore Hartley
                                               ---------------------------------
                                           Name: J. Theodore Hartley
                                                 -------------------------------
                                           Its: Secretary

<PAGE>

THE STATE OF ILLINOIS      )
                           )
COUNTY OF COOK             )

     On this 29th day of June, 1999, before me appeared John C. Paulsen and J.
Theodore Hartley, to me personally known, who being by me duly sworn, did say
that they are the President and Secretary of Nucleus, Inc., a Nevada Corporation
and that said instrument was signed on behalf of said corporation by authority
of its Board of Directors and said President and Secretary acknowledged said
instrument to be the free act and deed of said corporation.

     IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal the day and year last above written.


                                                  /s/Flora R. Walsh
                                                  ------------------------------
                                                  Notary Public
My Commission Expires:

May 5, 2002
-----------

<PAGE>

                               ARTICLES OF MERGER
                                       OF
                      INNOVATIVE TECHNOLOGY SOLUTIONS, INC.
                                      INTO
                                  NUCLEUS, INC.

Pursuant to the provisions of the Washington Business Corporation Act, the
undersigned corporation hereby adopts the following articles of merger:

FIRST: A Plan of Merger (the "Plan") has been duly adopted providing for the
merger of NUCLEUS, INC., a Nevada corporation, and INNOVATIVE TECHNOLOGY
SOLUTIONS, INC., a Washington corporation, resulting in NUCLEUS, INC., a Nevada
corporation, being the surviving entity.

SECOND: The Plan is attached hereto as Exhibit "A".

THIRD: Pursuant to 23B.11.030(7), the approval of the merger by the Shareholders
of NUCLEUS, INC., the surviving corporation, was not required.

FOURTH: The approval of the Shareholders of INNOVATIVE TECHNOLOGY SOLUTIONS,
INC., as required by 23B.11.030, was duly obtained by way of written consent of
the Shareholders pursuant to 23B.07.040.

FIFTH: The surviving corporation is a foreign corporation organized under the
laws of the State of Nevada and the address of its principal office is 150 North
Michigan Avenue, Suite 3610, Chicago, Illinois 60601.

Dated: June 30, 1999
       -------

                                         NUCLEUS, INC., a Nevada corporation

                                         By:/s/John Paulsen
                                            -----------------------------------

                                         Its:  President

Subscribed and Sworn to
before me this 30th day of
June, 1999.
/s/Linda S. Mosley
------------------

ATTEST:

By: /s/ J. Theodore Hartley
    -----------------------

Its: Secretary
     ----------------------

<PAGE>

                            CERTIFICATE OF AMENDMENT

                                       OF

                            ARTICLES OF INCORPORATION

                                       OF

                                  NUCLEUS, INC.

     NUCLEUS, INC., a Nevada corporation, f/k/a Applied Genetic Ventures, Inc.
(the "Company") by its President and Secretary do hereby certify:

     The Directors of the Corporation passed a resolution declaring that the
following changes and amendments to the Company's Articles of Incorporation are
advisable; and

     At a meeting of the Shareholders of the Corporation, due notice having
been given to all Shareholders entitled to vote in person or by proxy, a
majority of such Shareholders of the Corporation entitled to vote, voted in
favor of the following changes and amendment to the Company's Articles of
Incorporation:

     I.   That ARTICLE FOURTH be amended in its entirety to read as follows:

          FOURTH. The total number of shares of stock which the corporation
     shall have authority to issue is Nine Hundred and Eight Million
     (908,000,000) divided into two classes as follows: Nine Hundred Million
     (900,000,000) of which shall be common stock, $0.001 par value per share
     ("Common Stock"), and Eight Million (8,000,000) which shall be preferred
     stock, no par value per share ("Preferred Stock").

          The designations, powers, references and rights, and the
     qualifications, limitations or restrictions of the above classes of stock
     are as follows:

          A.   CLASS I:  PREFERRED STOCK

               1. The Board of Directors is expressly authorized at any time,
     and from time to time, to issue shares of Preferred Stock in one or more
     series, and for such consideration as the Board of Directors may determine,
     with such voting powers, full or limited but not to exceed one vote per
     share, or without voting powers, and with such designation, preferences and
     relative, participating, option or other special rights, and
     qualifications, limitations or restrictions thereof, as shall be stated in
     the resolution or resolutions providing for the issue thereof, and as are
     not stated in this Certificate of Incorporation, or any amendment thereto.
     All shares of any one series shall be of equal rank and identical in all
     respects.

<PAGE>

               2.   No dividend shall be paid or declared on any particular
     series of Preferred Stock unless dividends shall be paid or declared pro
     rata on all shares of Preferred Stock at the time outstanding of each other
     series which ranks equally as to dividends with such particular series.

               3.   Unless and except to the extent otherwise required by law or
     provided in the resolution or resolutions of the Board of Directors
     creating any series of Preferred Stock pursuant to this Class I, the
     holders of the Preferred Stock shall have no voting power with respect to
     any matter whatsoever. In no event shall the Preferred Stock be entitled to
     more than one vote in respect of each share of stock. Subject to the
     protective conditions or restrictions of any outstanding series of
     Preferred Stock, any amendment to this Certificate of Incorporation, which
     shall increase or decrease the authorized capital stock of any class or
     classes may be adopted by the affirmative vote of the holders of a majority
     of the outstanding shares of voting stock of the corporation.

             4.     Shares of Preferred Stock redeemed, converted, exchanged,
     purchased, retired or surrendered to the corporation, or which have been
     issued and reacquired in any manner, shall, upon compliance with any
     applicable provisions of the General Corporation Law of the State of Nevada
     have the status of authorized and unissued shares of Preferred Stock and
     may be reissued by the Board of Directors as part of the series of which
     they were originally a part or may be reclassified into and reissued as
     part of a new series or as part of any other series, all subject to the
     protective conditions or restrictions of any outstanding series of
     Preferred Stock.

          B.   CLASS II:  COMMON STOCK

               1.   Subject to preferential dividend rights, if any, applicable
     to shares of the Preferred Stock and subject to the applicable
     requirements, if any, with respect to the setting aside of sums for
     purchase, retirement or sinking funds for the Preferred Stock, the holder
     of the Common Stock shall be entitled to receive to the extent permitted by
     law, such dividends as may be declared from time to time by the Board of
     Directors.

               2.   In the event of the voluntary or involuntary liquidation,
     dissolution, distribution of assets or winding up of the corporation, after
     distribution in full of the preferential amounts, if any, to be distributed
     to the holders of shares of the Preferred Stock holders of the Common Stock
     shall be entitled to receive all the remaining assets of the corporation of
     whatever kind available for distribution to stockholders ratably in
     proportion to the number of shares of Common Stock held by them
     respectively.

               3.   Except as may be otherwise required by law or this
     Certificate of Incorporation, each holder of the Common Stock shall have
     one vote in respect of each share of stock held by him or her of record on
     the books of the corporation on all matters voted upon by the stockholders.

<PAGE>

          C.   1995 RECLASSIFICATION. The following procedures being
implemented in connection with the prior reclassification of the Corporation's
Common Stock, such reclassification becoming effective as of the date voted upon
by the Shareholders of the Corporation being March 24, 1995, reclassifying the
Corporation's Common Stock, $.001 par value ("1995 Old Stock"), to Common Stock,
$.10 par value ("1995 New Stock"):

              1.   Immediately upon the vote thereon by the Shareholders of the
     Corporation, every fifty (50) shares of 1995 Old Stock issued and
     outstanding, and each share held in corporate treasury shall be converted
     into one (1) share of fully paid and non- assessable 1995 New Stock. The
     Corporation shall issue one (1) share of 1995 New Stock for every fifty
     (50) shares of 1995 Old Stock. There is no Shareholder who owns fewer than
     50 shares of 1995 Old Stock. From and after the time the amendment becomes
     effective, certificates representing shares of 1995 Old Stock shall be
     deemed to represent shares of 1995 New Stock.

               2.   No Shareholder shall be required to deliver the certificates
     representing their shares of the 1995 Old Stock outstanding immediately
     prior to the time the reclassification amendment becomes effective, which
     certificate shall continue to represent the 1995 New Stock.

          D.   1997 RECLASSIFICATION. The following procedures being
implemented in connection with the prior reclassification of the Corporation's
Common Stock, such reclassification becoming effective as of the date voted upon
by the Shareholders of the Corporation being May 8, 1997, reclassifying the
Corporation's Common Stock, $.001 par value ("1997 Old Stock"), to Common Stock,
$.10 par value ("1997 New Stock"):

               1.   Immediately upon the vote thereon by the Shareholders of
     the Corporation, every ten (10) shares of 1997 Old Stock issued and
     outstanding, and each share held in corporate treasury shall be converted
     into one (1) share of fully paid and non- assessable 1997 New Stock. The
     Corporation shall issue one (1) share of 1997 New Stock for every ten (10)
     shares of 1997 Old Stock. There is no Shareholder who owns fewer than 10
     shares of 1997 Old Stock. From and after the time the amendment becomes
     effective, certificates representing shares of 1997 Old Stock shall be
     deemed to represent shares of 1997 New Stock.

               2.   No Shareholder shall be required to deliver the certificates
     representing their shares of the 1997 Old Stock outstanding immediately
     prior to the time the reclassification amendment becomes effective, which
     certificate shall continue to represent the 1997 New Stock.

<PAGE>

     II.  That ARTICLE TWELFTH be amended in its entirety to read as follows:

          TWELFTH. Each share of common stock shall be entitled to one
     vote at Shareholders meetings, either in person or by proxy. Cumulative
     voting in elections of directors and all other matters brought before
     Shareholders meetings, whether they be annual or special, shall not be
     permitted.

     IN WITNESS WHEREOF, the Company has caused this Certificate of
Amendment to be signed by its President and its Secretary on August 18, 1999.

                                             NUCLEUS, INC., a
                                             Nevada corporation


                                             By:/s/John Paulsen
                                                --------------------------------
                                                        President


ATTEST:


By:/s/ J. Theodore Hartley
   ------------------------
         Secretary

<PAGE>

STATE OF ILLINOIS   )
                    ) ss.
COUNTY OF COOK      )

     On the 18th day of August, 1999, before me, a Notary Public, personally
appeared John C. Paulsen and J. Theodore Hartley, President and Secretary of
Nucleus, Inc., a Nevada corporation, who acknowledged that they are the
President and Secretary, respectively, of said corporation and that each
executed the above instrument in such capacity on behalf of Nucleus, Inc.

                                                  /s/
                                                  -----------------------------
                                                         Notary Public

                                                  Commission expires: 8/20/02
                                                                      --------