ARTICLES OF INCORPORATION
                              AS AMENDED
                                  OF
                       GALAXY SPECIALTIES, INC.

          The undersigned natural person of eighteen years or more
of age, acting as incorporator of a Corporation (the "Corporation")
under the Nevada Revised Statutes, adopts the following Articles of
Incorporation for the Corporation:

                              Article I
                         Name of Corporation

          The name of the Corporation is Galaxy Specialties, Inc.

                              Article II
                                Shares

          The amount of the total authorized capital stock of the
Corporation is 20,000,000 shares of common stock, par value $.001
per share.  Each share of common stock shall have one (1) vote.
Such stock may be issued from time to time without any action by the
stockholders for such consideration as may be fixed from time to
time by the Board of Directors, and shares so issued, the full
consideration for which has been paid or delivered, shall be deemed
the full paid up stock, and the holder of such shares shall not be
liable for any further payment thereof.  Said stock shall not be
subject to assessment to pay the debts of the Corporation, and no
paid-up stock and not stock issued as fully paid, shall ever be
assessed or assessable by the Corporation.

          The Corporation is authorized to issue 20,000,000 shares
of common stock, par value $.001 per share.

                             Article III
                     Registered Office and Agent

          The address of the initial registered office of the
Corporation is 777 E.  William Street, Suite 202, Carson City,
Nevada 89701 and the name of its registered agent at such address is
Budget Corp.

                              Article IV
                             Incorporator

          The name and address of the incorporator is:

          NAME                     ADDRESS

          Anita Patterson          525 South 300 East
                                   Salt Lake City, Utah 84111

                              Article V
                              Directors

          The members of the governing board of the 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 bylaws of the Corporation, provided that the number
of directors shall not be reduced to less than one (1).  The name
and post office address of the board of directors, which shall be
two in number, are as follows:

          NAME                     ADDRESS

          Jeanne Ball              2157 Lincoln Street
                                   Salt Lake City, Utah 84106

          April Marino             2157 Lincoln Street
                                   Salt Lake City, Utah 84106

                              Article VI
                               General

          A.  The board of directors shall have the power and
authority to make and alter, or amend, the bylaws, to fix the amount
in cash or otherwise, to be reserved as working capital, and to
authorize and cause to be executed the mortgages and liens upon the
property and franchises of the Corporation.

          B.  The board of directors shall, from time to time,
determine whether, and to what extent, and at which times and
places, and under what conditions and regulations, the accounts and
books of the Corporation, or any of them, shall be open to the
inspection of the stockholders; and no stockholder shall have the
right to inspect any account, book or document of this Corporation
except as conferred by the Statutes of Nevada, or authorized by the
directors or any resolution of the stockholders.

          C.  No sale, conveyance, transfer, exchange or other
disposition of all or substantially all of the property and assets
of this Corporation shall be made unless approved by the vote or
written consent of the stockholder entitled to exercise two-thirds
(2/3) of the voting power of the Corporation.

          D.  The stockholders and directors shall have the power to
hold their meetings, and keep the books, documents and papers of the
Corporation outside of the State of Nevada, and at such place as may
from time to time be designated by the bylaws or by resolution of
the board of directors or stockholders, except as otherwise required
by the laws of the State of Nevada.

          E.  The Corporation shall indemnify each present and
future officer and director of the Corporation and each person who
serves at the request of the Corporation as an officer or director
of the Corporation, whether or not such person is also an officer or
director of the Corporation, against all costs, expenses and
liabilities, including the amounts of judgments, amounts paid in
compromise settlements and amounts paid for services of counsel and
other related expenses, which may be incurred by or imposed on him
in connection with any claim, action, suit, proceeding,
investigation or inquiry hereafter made, instituted or threatened in
which me may be involved as a party or otherwise by reason of any
past or future action taken or authorized and approved by him or any
omission to act as such officer or director, at the time of the
incurring imposition of such cost, expenses, or liabilities, except
such costs, expenses or liabilities as shall relate to matters as to
which he shall in such action, suit or proceeding, be finally
adjudged to be liable by reason of his negligence or wilful
misconduct toward the Corporation or any such other Corporation in
the performance of his duties as such officer or director, as to
whether or not a director of officer was liable by reason of his
negligence or willful misconduct toward the Corporation or such
other Corporation in the performance of his duties as such officer
or director, in the absence of such final adjudication of the
existence of such liability, the board of directors and each officer
and directory may conclusively rely upon an opinion of legal counsel
selected by or in the manner designed by the board of directors.
The foregoing right of indemnification shall not be exclusive of
other rights to which any such officer or director may be entitled
as a matter of law or otherwise, and shall inure to the benefit of
the heirs, executors, administrators and assigns of each officer or
director.