Exhibit 3.1

CHANGE OF NAME                AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

June 26, 1989                          OF

                       Rocky Mountain Medical Corporation

      To be effective June 26, 1989,  pursuant to the provisions of the Colorado
Corporation Code, Rocky Mountain Medical Corporation whose name is being changed
to  RMED   International,   Inc.  In  these   Amendments  and  Restatement  (the
"Corporation"),  hereby restates its Articles of Incorporation  originally filed
with the Secretary of State of Colorado on December 28, 1982,  and  subsequently
amended and restated and further amended. These Amended and Restated Articles of
Incorporation  contain amendments to Articles FIRST, THIRD, FOURTH,  EIGHTH, and
NINTH,  and the  addition  of a new  paragraph  SIXTEENTH  (along  with  certain
editorial and stylistic  changes,  none of which Is material),  which amendments
were duly adapted by the shareholders of the Corporation on June 9, 1989, in the
manner  prescribed by the Colorado  Corporation Code. These Amended and Restated
Articles of Incorporation correctly set forth without changing the corresponding
provisions of the Articles of Incorporation as heretofore  amended and, together
with such designated amendments, supercede the Articles of incorporation and all
amendments thereto as in effect on the date hereof.

      This document is to have a delayed effective date of June 26, 1989.

      FIRST: The name of the Corporation is RMED International. Inc.

      SECOND: The Corporation shall have perpetual existence.

      THIRD:  The purposes for which the  Corporation is to transact any and all
lawful business for which  corporations  may be  Incorporated  under the laws of
Colorado.  The Corporation shall have and may exercise all of the rights, powers
and  privileges  now or hereafter  conferred  upon a  corporation  organized for
profit under the laws of Colorado and may do everything  necessary,  suitable or
proper for the accomplishment of any lawful corporate purpose.

      FOURTH:

            Authorized Stock.

            The  aggregate   number  of  shares  of  stock  the  Corporation  Is
      authorized   to  issue  is  fifty-two   million   five  hundred   thousand
      (52,500,000)  shares,  consisting  of two million  five  hundred  thousand
      (2,500,000)  shares of  Preferred  Stock,  par value $0.10 per share,  and
      fifty  million  (50,000,000)  shares of Common  Stock,  par value $.O1 per
      share, and the relative rights of the shares of each class are as follows:

<PAGE>

            1. Preferred Stock.

            The  Corporation  may  divide  and issue the  Preferred  Stock  into
      series.  Preferred Stock of each series when issued shall be designated to
      distinguish  each series from the shares of all other  series of Preferred
      Stock. The Board of Directors hereby is expressly vested with authority to
      divide  Preferred  Stock into Series and to fix and determine the relative
      rights and  preferences of the shares of any such series so established to
      the full extent permitted by these Articles of  Incorporation,  as amended
      from time to time,  and the laws of the State of  Colorado,  in respect of
      the following:

                  (a) The  number of shares to  constitute  each  series and the
            distinctive designations thereof;

                  (b) The  rate and  preference  of any  dividends,  the time of
            payment of any dividends,  whether dividends are cumulative, and the
            date from which any dividend shall accrue;

                  (c) Whether  shares may be redeemed and, if so, the redemption
            price and the terms and conditions of redemption;

                  (d) The  amount  payable  per  share In  event of  Involuntary
            liquidation;

                  (e) The  amount  payable  per  share  in  event  of  voluntary
            liquidation;

                  (f)  Sinking  fund  or  other  provisions,  if  any,  for  the
            redemption or purchase of shares;

                  (g) The terms and conditions on which shares may be converted,
            if the  shares  of any  series  are  issued  with the  privilege  of
            conversion;

                  (h) Voting rights, if any; and

                  (i) Any other  relative  rights and  preferences  of shares of
            such series,  including  without  limitation,  any restriction on an
            increase  in  the  number  of  shares  of  any  series   theretofore
            authorized  and any limitation or restriction of rights or powers to
            which shares of any future series shall be subject.

            2. Common Stock.

                  (a) The rights of holders of Common Stock to receive dividends
            or  to  share  in  the  distribution  of  assets  in  the  event  of
            liquidation,  dissolution  or  winding  up of  the  affairs  of  the
            Corporation  shall be subject to the  preferences,  limitations  and
            relative  rights of the Preferred  Stock fixed in the  resolution or
            resolutions  which may be adopted  from time to time by the Board of
            Directors of the  Corporation  providing  for the issuance of one or
            more series of the Preferred Stock.


                                      -2-
<PAGE>

                  (b) The  holders of the Common  Stock shall be entitled to one
            vote for each  Common  share  held by them of record at the time for
            determining the holders thereof entitled to vote.

      FIFTH: Cumulative voting of shares of stock is not permitted. Shareholders
shall not have preemptive rights to acquire additional shares, whether Common or
Preferred, of the Corporation.  The Corporation may issue and sell shares of Its
stock to its officers1 directors or employees without first offering such shares
to its shareholders for such consideration and upon such terms and conditions as
shall be  approved  by the  Board  of  Directors  and  without  approval  by the
shareholders of the Corporation.

      SIXTH:  The  Board  of  Directors  may  cause  any  shares  issued  by the
Corporation  to be issued subject to such lawful  restrictions,  qualifications,
limitations   or   special   rights  as  It  deems  fit,   which   restrictions,
qualifications,  limitations or special rights shall be created by provisions in
the Bylaws of the Corporation or in the duly adopted resolutions of the Board of
Directors;   provided   that  notice  of  such   restrictions,   qualifications,
limitations  or  special  rights  must  appear  on  the  certificate  evidencing
ownership of such shares.

      SEVENTH:  Meetings of  shareholders  may be held at such time and place as
the Bylaws shall provide.  One-third of the shares entitled to vote  represented
in  person  or by  proxy  shall  constitute  a  quorum  at  any  meeting  of the
shareholders.

      EIGHTH:  The  number  of  directors  constituting  the  existing  Board of
Directors of the Corporation is three and the names and addresses of the persons
who are  currently  serving  as  directors  until  the next  annual  meeting  of
shareholders or until their successors are elected and shall quality are:

Name                                    Address
----------------------------------------------------------------------
Edward Reiss                            P.0. Box 10209
                                        271 Van Deren
                                        Sedona, Arizona 86336

Carlene Estacion                        P.0. Box 10209
                                        271 Van Deren
                                        Sedona, Arizona 86336

Darin D. Pratt                          P.0. Box 10209
                                        271 Van Deren
                                        Sedona, Arizona 86336

The number of directors to be elected at the annual meeting of  shareholders  or
at a special meeting called for the election of directors shall not be less than
three,  nor more  than  nine,  the exact  number  to be fixed by a duly  adopted
resolution of the Board of Directors.


                                      -3-
<PAGE>

      NINTH: The name and address of the registered agent and registered  office
in Colorado is the  Corporation  Company,  at 1600  Broadway,  Denver,  Colorado
80202.

      TENTH:  The  officers,  directors  and other members of management of this
Corporation  shall be subject to the  doctrine of corporate  opportunities  only
insofar as it applies to business  opportunities  in which this  Corporation has
expressed an interest as determined from time to time by the Corporation's Board
of Directors as evidenced by resolutions appearing In the Corporation's records.
When such areas of interest  are  delineated,  all such  business  opportunities
within  such areas of  interest  which come to the  attention  of the  officers,
directors and other members of management of this Corporation shall be disclosed
promptly to this  Corporation  and made  available to it. The Board of Directors
may reject any business opportunity presented to it, and thereafter any officer,
director or other member of management  may avail  himself of such  opportunity.
Until  such  time as this  Corporation,  through  its  Board of  Directors,  has
designated  an area of interest,  the  officers,  directors and other members of
management of this Corporation shall be free to engage in such areas of interest
on their  own;  and this  doctrine  shall not limit the  rights of any  officer,
director  or other  member of  management  of this  Corporation  to  continue  a
business  existing prior to the time that such area of Interest is designated by
this Corporation.  This provision shall not be construed to release any employee
of the  Corporation  (other than an officer,  director or member of  management)
from any duties which he may have to the Corporation.

      ELEVENTH:  The Board of Directors  of the  Corporation  may,  from time to
time, distribute to the Corporation's  shareholders In partial liquidation,  out
of stated  capital  or  capital  surplus  of the  Corporation,  a portion of its
assets,  in cash or  properties,  and,  if at the time the laws of  Colorado  so
permit,  purchase  outstanding  shares with stated capital or capital surplus of
the  Corporation,  if (a) at the  time  the  Corporation  is  solvent;  (b)  the
distribution  or purchase would not render the  Corporation  Insolvent;  (c) all
cumulative  dividends on all Preferred or special  classes of shares entitled to
preferential  dividends  shall have been paid  fully;  (d) the  distribution  or
purchase would not reduce the remaining net assets of the Corporation  below the
aggregate preferential amount payable, In the event of voluntary liquidation, to
the  holders  of  shares  having  preferential  rights  to  the  assets  of  the
Corporation in the event of liquidation; (e) the distribution or purchase is not
made out of capital surplus  arising from  unrealized  appreciation of assets or
re-evaluation of surplus; and (f) as regards a distribution, the distribution is
identified as a distribution  in partial  liquidation,  out of stated capital or
capital  surplus,  and the source and amount per share paid from such  source is
disclosed to all of the  shareholders of the Corporation  concurrently  with the
distribution thereof.

      TWELFTH:  Any of the directors or officers of this Corporation  shall not,
in the  absence  of  fraud,  be  disqualified  by his  office  from  dealing  or
contracting with this  Corporation,  whether as vendor,  purchaser or otherwise,
nor shall any firm, association or corporation of which he shall be a member, or
In which he may be  pecuniarily  interested  in any manner be  disqualified.  No
director or officer,  nor any firm,  association or corporation with which he is
connected as  aforesaid  shall be liable to account to this  Corporation  or its
shareholders for any profit realized by him from or through any such transaction
or contract,  it being the express  purpose and intent of this Article to permit
this  Corporation  to buy from,  sell to, or otherwise  deal with  partnerships,
forms or corporations  of which the directors and officers of this  Corporation,
or any one or more of them, be members, directors, or officers, or in which they
or any of them have pecuniary Interests;  and the contracts of this Corporation,
in the absence of fraud, shall not be void or voidable or affected in any manner
by reason of


                                      -4-
<PAGE>

any such  membership.  The  interested  director or directors  may be counted in
determining the presence of a quorum at a meeting of the Board of Director. or a
committee  thereof  authorizing,  approving  or ratifying  any such  contract or
transaction.  Further,  the vote of any such interested director at a meeting of
the Board of Directors or committee thereof authorizing,  approving or ratifying
any such contract or transaction may be counted if his  relationship or interest
with  respect to any such  contract or  transaction  (i) is  disclosed  and such
transaction or contract is authorized or ratified by a majority of the directors
without  counting the vote or consent of such  interested  director,  or (ii) is
disclosed to the  shareholders of the  Corporation  and authorized,  approved or
ratified by the shareholders by vote or written consent,  or (iii) such contract
or transaction is fair and reasonable to the Corporation.

      THIRTEENTH: When with respect to any action to be taken by shareholders of
this Corporation, the Colorado Corporation Code requires the vote or concurrence
of the holders of two-thirds of the outstanding shares entitled to vote thereon,
or of any  class or  series  thereof,  such  action  may be taken by the vote or
concurrence of a majority of such shares or class or series thereof.

      FOURTEENTH:  Subject to repeal by action of the shareholders, the Board of
Directors of this Corporation Is authorized to adopt,  confirm,  ratify,  alter,
amend, rescind and repeal Bylaws or any portion thereof from time to time.

      FIFTEENTH:  A director of this Corporation  shall not be personally liable
to the Corporation or to the  shareholders  far monetary damages for a breach of
fiduciary  duty as a director  unless such  director  has  breached or failed to
perform the duties of his or her office in accordance  with the laws of Colorado
as they exist from time to time and the breach or failure to perform constitutes
negligence,  willful  misconduct,  or  recklessness.  If, after  approval by the
shareholders  of this  Article,  Colorado  law is amended to permit the  further
elimination  or limitation  for the personal  liability of  directors,  then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by Colorado law, as so amended.

      Any repeal or  modification  of this  Article by the  shareholders  of the
Corporation  shall not adversely affect any right or protection of a director of
the Corporation in respect of any act or omission occurring prior to the time of
such repeal or modification.

      SIXTEENTH:  To the maximum not  prohibited by law, the  Corporation  shall
indemnify any person who is or was a director or officer of the Corporation,  or
who, at the request of this Corporation,  Is or was a director or officer of any
other  corporation in which this Corporation  owns an interest,  against any and
all  liabilities and reasonable  expenses  incurred by him in connection with or
resulting from any claim,  action, suit or proceeding,  whether brought by or In
the  right  of  the  Corporation  or  otherwise  and  whether  civil,  criminal,
administrative  or investigative in nature, In which he has become involved as a
party or Is threatened  to be made a party or  otherwise,  by reason of being or
having been such a director or officer.  The Corporation shall have the power to
indemnify  any other  persons if the Board of  Directors of the  Corporation  so
determines,  in accordance  with the provisions of law, as amended and in effect
from time to time.

                              (End of Restatement)


                                      -5-
<PAGE>

      The date upon which the above  Amendments and  Restatement of the Articles
of Incorporation were adopted by the shareholders of the Corporation was June 9,
1989.  The number of shares of Common Stock the  Corporation  outstanding at the
time such  Amendments  were  adopted was  33,758,209  and no shares of Preferred
Stock were outstanding.

      Class of Shares                   Number of Shares
      ---------------                   ----------------

      Common Stock, no                  For 25,597,701  Against 607,201
      par value                             ----------          -------

      Preferred Stock,                  For     0       Against    0
      $.10 par value                        ----------          -------

      In connection with the adoption of these Amendments and  Restatement,  the
shareholders  of the  Corporation  approved  a  reverse  Common  Stock  split as
follows:

      Class of Shares                   Number of Shares
      ---------------                   ----------------

      Common Stock, no                  For 25,072,447  Against 1,122,955
      par value                             ----------          ---------

      Preferred Stock,                  For     0       Against     0
      $.10 par value                        ----------          ---------

Pursuant  to  the  reverse  Common  Stock  split,  the  Issued  and  outstanding
33,758,209  shares of no par value Common stock of the Corporation were adjusted
and reclassified, such that following the reverse Common Stock split, a total of
3,375,821 shares of Common Stock,  par value $.O1 per share,  will be issued and
outstanding.  Certificates  representing all issued and outstanding shares of no
par value Common Stock of the Corporation will be surrendered and cancelled, and
new  certificates  representing  the 3,375,821 shares of Common Stock, par value
S.01 per share,  will be issued to the existing  shareholders of the Corporation
in exchange therefor. All fractional shares resulting from this reclassification
shall be rounded up to the nearest  whole number of shares,  and any  adjustment
required to assure that there are  3,375,821  shares  outstanding  following the
reclassification  shall be made in the number of shares held of record by Edward
Reiss, who has consented to this procedure.

      These Amendments and Restatement have the following effect upon the amount
of the stated capital of the Corporation:

      Stated  capital  shall be reduced to $33,759 and all other paid in capital
shall be accounted for as additional paid in capital.

      Dated: June 9, 1989, to be effective June 26, 1989.

                                  RMED INTERNATIONAL, INC.
                                  (formerly Rocky Mountain Medical Corporation),
                                  a Colorado Corporation

S E A L.                          /s/ Edward Reiss
                                  ----------------------------------------------
Attest:                           Edward Reiss, Chairman of the Board, President
                                  and Chief Executive Officer

/s/ Carlene Estacion
--------------------------------
Carlene Estacion, Vice President
and Assistant Secretary


                                      -6-
<PAGE>

STATE OF ARIZONA          )
                          ) ss.
COUNTY OF COCONINO        )

      I,  Charles H.  Frankel a Notary  Public,  hereby  certify that on June 9,
1989, personally appeared before me Edward Reiss and Carlene Estacion, who being
by me first  duly  sworn,  declared  that they are the  Chairman  of the  Board,
President  and Chief  Executive  Officer and the Vice  President  and  Assistant
Secretary,  respectively of RMED  International,  Inc.  (formerly Rocky Mountain
Medical  Corporation),  that they  signed the  foregoing  Amended  and  Restated
Articles of  Incorporation as their free and voluntary act and deed on behalf of
that  Corporation  for the use and  purposes  therein  stated and that the facts
therein contained are true.

      IN WITNESS  WHEREOF,  I have hereunto set my hand and seal this 9th day of
June, 1989.

                                   /s/ Charles H. Frankel
                                   ---------------------------------------------
                                   Notary Public

My commission expires:

May 24, 1990

[SEAL]


                                      -7-

<PAGE>

                            ARTICLES OF INCORPORATION

                                       OF

                      ROCKY MOUNTAIN MEDICAL SYSTEMS, INC.

      The undersigned natural person, being more than eighteen years of age,
hereby establishes a corporation pursuant to the statutes of Colorado and adopts
the following articles of incorporation:

      FIRST: The name of the corporation is Rocky Mountain Medical Systems, Inc.

      SECOND: The corporation shall have perpetual existence.

      THIRD: (a) The purpose for which the corporation is organized shall be the
transaction of any and all lawful business for which corporations may be
incorporated under the laws of Colorado.

      (b) The corporation shall have and may exercise all of the rights, powers
and privileges now or hereafter conferred upon corporations organized under the
laws of Colorado and may do everything necessary, suitable or proper for the
accomplishment of any of its corporate purposes.

      FOURTH: (a) The aggregate number of shares that the corporation shall have
authority to issue is 1,000 shares of common stock, each having a par value of
$.O1.


<PAGE>

      (b) Each shareholder of record shall have one vote for each share of stock
standing in his name on the books of the corporation and entitled to vote,
except that in the election of directors he shall have the right to vote such
number of shares for as many persons as there are directors to be elected.
Cumulative voting shall not be allowed in the election of directors or for any
other purpose.

      (c) At all meetings of shareholders,  a majority of the shares entitled to
vote at such  meeting,  represented  in person or by proxy,  shall  constitute a
quorum;  and at any meeting at which a quorum is present the affirmative vote of
a majority of the shares represented at such meeting and entitled to vote on the
subject  matter  shall  be the act of the  shareholders,  unless  the  vote of a
greater proportion or number is required by the laws of Colorado.

      (d) No shareholder of the corporation shall have any pre-emptive or
similar right to acquire or subscribe for any additional unissued or treasury
shares of stock, or other securities of any class, or rights, warrants or
options to purchase stock or scrip, or securities of any kind convertible into
stock or carrying stock purchase warrants or privileges.

      (e) The corporation shall have the right to impose restrictions on the
sale and transfer of its shares of stock.


                                      -2-
<PAGE>

      FIFTH: The corporation shall have the right to indemnify any person to the
fullest extent allowed by the laws of Colorado, except as limited by the bylaws
of the corporation from time to time in effect.

      SIXTH: One person shall constitute the initial board of directors and the
name and address of such person is:

        Richard J. Rosenbaum            6021 S. Syracuse Way,
                                        Suite 105
                                        Greenwood Village, Colorado 80111

      SEVENTH: The address of the initial registered office of the corporation
is 6021 S. Syracuse Way, Suite 105, Greenwood Village, Colorado 80111. The name
of its initial registered agent at such address is Richard J. Rosenbaum.

      EIGHTH: The name and address of the incorporator is:

              Thomas C. Folsom
              1700 Broadway, Suite 1800
              Denver, Colorado 80290

Dated: July 29, 1983

                                   /s/ Thomas C. Folsom
                                   ------------------------------
                                   Thomas C. Folsom, Incorporator


                                      -3-
<PAGE>

                                  VERIFICATION

STATE OF COLORADO             )
                              )ss.
CITY AND COUNTY OF DENVER     )

      I, Allison K. Robbins a notary public the State of Colorado, hereby
certify that on the 29 day of July 1983, personally appeared before me Thomas C.
Folosm, who being by me first duly sworn declared that he was the person who
signed the foregoing document as incorporator and that the statements therein
contained are true.

                                          /s/ Allison K. Robbins
                                         --------------------------
                                             Notary Public

                                          1700 Broadway, Suite 1800
                                          Denver, Colorado 80290

My commission expires:      My commission Expires 10-26-85
                            4603-B South Fraser Court
                            Aurora, Colorado 80015


                                      -4-
<PAGE>

                                STATE OF COLORADO
DEPARTMENT OF STATE               [STATE SEAL]                       CERTIFICATE

      I, NATALIE MEYER, Secretary of State of the State of Colorado hereby
certify that the prerequisites for the issuance of this certificate have been
fulfilled in compliance with law and are found to conform to law.

      Accordingly, the undersigned, by virtue of the authority vested in me by
law, hereby issues A CERTIFICATE OF INCORPORATION TO ROCKY MOUNTAIN MEDICAL
SYSTEMS, INC.

                                                        /s/ Natalie Meyer
                                                        -----------------
                                                        SECRETARY OF STATE
[STATE SEAL]

DATED: JULY 29, 1983