<PAGE>
EXHIBIT 3.1


     FILED
IN THE OFFICE OF THE
  SECRETARY OF
  STATE OF THE
 STATE OF NEVADA
  MAR 30 1999
                            CERTIFICATE OF AMENDMENT
                                       to
                          CERTIFICATE OF INCORPORATION
                                       of
                          ALT TELECOMMUNICATIONS, INC.
                             (A Nevada Corporation)


No. C22258-95
---------------
/s/ Dean Heller
---------------
DEAN HELLER, SECRETARY OF STATE


         APC TELECOMMUNICATIONS, INC., a corporation organized and existing
under and by virtue of the General Corporation Law of Nevada, DOES HEREBY
CERTIFY THAT:

         A. The Board of Directors of this corporation by the unanimous written
consent of its members, filed with the minutes of the Board, duly adopted a
resolution setting forth a proposed amendment to the Certificate of
Incorporation of the corporation to change the name of the corporation from APC
TELECOMMUNICATIONS, INC. to INNOFONE.COM, INCORPORATED, declaring such amendment
to be advisable and directing that the proposal be placed before the
shareholders of the corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:

         RESOLVED, that Article FIRST of the Certificate of Incorporation of
this corporation be amended to provide as follows:

         FIRST. The name of this corporation is INNOFONE.COM, INCORPORATED."

         B. Other than the change of the corporation's name, there are no
amendments to the Certificate of Incorporation.

         C. Pursuant to resolution of the corporation's Board of Directors, the
foregoing Certificate of Amendment was duly approved by affirmative vote of the
holders of a majority of the Corporation's 9,885,000 shares of common stock
outstanding and entitled to vote and the holders of a majority of the
Corporation's 5,000,000 shares of Series A, Voting Convertible Preferred Stock
outstanding and entitled to vote on the proposed amendment, and therefore
sufficient for approval, all in accordance with the General Corporation Law of
Nevada and the existing Certificate of Incorporation and bylaws of the
Corporation.

         D. This amendment was duly adopted in accordance with the provisions of
Section 78.390 of the General Corporation Law of Nevada.

         IN WITNESS WHEREOF, APC TELECOMMUNICATIONS, INC has caused this
Certificate of Amendment to be signed by its President, and attested by its
Assistant Secretary, as of the date below.


                                    APC TELECOMMUN ATIONS, INC.

                                    By /s/ Larry Hunt
                                       ---------------------
                                       Larry Hunt, President


By John D. Brasher Jr.
----------------------------------------
John D. Brasher Jr., Assistant Secretary


<PAGE>


                                ACKNOWLEDGMENTS

STATE OF ONTARIO           )
                           ) ss.
COUNTY OF YORK REGION      )


         I HEREBY CERTIFY that before me, a Notary Public duly commissioned and
qualified in and for the above jurisdiction, personally came and appeared Larry
Hunt, the President and Chief Executive Officer of APC TELECOMMUNICATIONS, INC.,
who after being duly sworn declared that he executed the foregoing Certificate
of Amendment as his free a t and deed and that the statements therein set forth
are true and correct.

         IN WITNESS HEREOF, I have hereunto set my hand and seal on March 23,
1999.


By /s/ Richard G. Quinney
   ----------------------
         NOTARY            PUBLIC Richard G. Quinney, commissioner, etc.,
                           Province of Ontario, for Quinney & Associates Ltd.
                           Trustee in Bankruptcy and Collins Barrow, Chartered
                           Accountants, affiliates. Expires April 30, 2001.

(SEAL)

STATE OF COLORADO          )
                           ) ss.
COUNTY OF DENVER           )


         I HEREBY CERTIFY that before me, a Notary Public duly commissioned and
qualified in and for the above jurisdiction, personally came and appeared JOHN
D. BRASHER JR., the Assistant Secretary of APC TELECOMMUNICATIONS, INC., who
after being duly sworn declared that he executed the foregoing Certificate of
Amendment as his free act and deed and that the statements therein set forth are
true and correct.

         IN WITNESS WHEREOF, I have hereunto set my hand and seal on March 23,
1999.


/s/ Jennifer S. Myer
--------------------       My Commission     My Commission
NOTARY PUBLIC              Expires           Expires October 22, 2001
                                             ------------------------

(SEAL OF THE NOTARY PUBLIC STATE OF COLORADO)


<PAGE>



     FILED
IN THE OFFICE OF THE
  SECRETARY OF
  STATE OF THE
 STATE OF NEVADA
  JUN 18 1998
                            CERTIFICATE OF AMENDMENT
                                       to
                          CERTIFICATE OF INCORPORATION
                                       Of
                             PROPAINT SYSTEMS, INC.
                             (A Nevada Corporation)

No. C22258-95
---------------
/s/ Dean Heller
---------------
DEAN HELLER, SECRETARY OF STATE

         PROPAINT SYSTEMS, INC., a corporation organized on December 18, 1995,
and existing under and by virtue of the General Corporation Law of Nevada, DOES
HEREBY CERTIFY THAT:

         A. The shareholders of the Corporation duly adopted a resolution
setting forth a proposed amendment to the Certificate of Incorporation of the
corporation to change the name of the corporation from PROPAJNT SYSTEMS, INC. to
APC TELECOMMUNICATIONS, INC., declaring such amendment to be advisable and
directing that the proposal be placed before the shareholders of due corporation
for consideration thereof. The resolution setting forth the proposed amendment
is as follows:

         RESOLVED, that Article FIRST of the Certificate of Incorporation of
this corporation be amended to provide as follows:

         "FIRST/ The name of this corporation is APC TELECOMMUNICATIONS, INC."

         B. Other than the change of the corporation's name, there are no
amendments to the Certificate of Incorporation.

         C. The foregoing Certificate of Amendment was on June 17, 1998, duly
approved by means of written consent in lieu of a meeting of the holders of a
majority of the Corporation's 1,000,000 shares of capital stock outstanding and
entitled to vote on the proposed amendment, and therefore sufficient for
approval, all in accordance with the General Corporation Law of Nevada and the
existing Certificate of Incorporation and bylaws of the Corporation.

         D. This amendment was duly adopted in accordance with the provisions of
Section 78390 of the General Corporation Law of Nevada.

         IN WITNESS WHEREOF, FROPATNT SYSTEMS, INC. has caused this Certificate
of Amendment to be signed by its Vice President, and attested by its Assistant
Secretary, as of the date below.

DATED:   June 17, 1998
                                         PROPAINT SYSTEMS, INC.
                                         By /s/ John D. Brasher Jr.
                                            -----------------------
                                            John D. Brasher Jr., Vice President

ATTEST:


By /s/Elisabeth M. Crosse
   -------------------------------------
   Elisabeth Crosse, Assistant Secretary

(SEAL FOR PROPAINT SYSTEMS, INC NEVADA 1995)



<PAGE>


                                 ACKNOWLEDGMENT

STATE OF COLORADO          )
                           ) ss.
COUNTY OF DENVER           )


         I HEREBY CERTIFY that before me, a Notary Public duly commissioned and
qualified in and for the above jurisdiction, personally came and appeared John
D. Brasher Jr., the Vice President of PROPAINT SYSTEMS, INC., who after being
duly sworn declared that he executed the foregoing Certificate of Amendment as
his free act and deed and that the statements therein set forth are true and
correct.

         IN WITNESS WIWREOF, I have hereunto set my hand and seal on June 17,
1998.


/s/ Jennifer S. Myer
--------------------       My Commission     My Commission
NOTARY PUBLIC              Expires           Expires October 22, 2001
                                             ------------------------


(SEAL JENNIFER S. MYERS NOTARY PUBLIC STATE OF COLORADO)



                                 ACKNOWLEDGMENT

STATE OF COLORADO          )
                           ) ss.
COUNTY OF DENVER           )


         I HEREBY CERTIFY that before me, a Notary Public duty commissioned and
qualified in and for the above jurisdiction, personally came and appeared
Elisabeth M. Crosse, the Assistant Secretary of PROPAINT SYSTEMS, INC., who
after being duly sworn declared that she executed the foregoing Certificate of
Amendment as her free act and deed and that the statements therein set forth are
true and correct.

         IN WITNESS WHEREOF, I have hereunto set my hand and seal on June 17,
1998.


/s/ Jennifer S. Myer
--------------------       My Commission     My Commission
NOTARY PUBLIC              Expires           Expires October 22, 2001
                                             ------------------------

(SEAL JENNIFER S. MYERS NOTARY PUBLIC STATE OF COLORADO)


<PAGE>

     FILED
IN THE OFFICE OF THE
  SECRETARY OF
  STATE OF THE
 STATE OF NEVADA
  JUN 18 1998
                          ============================
                             PROPAINT SYSTEMS, INC.
                          ============================

No. C22258-95
---------------
/s/ Dean Heller
---------------
DEAN HELLER, SECRETARY OF STATE

                            CERTIFICATE OF AMENDMENT
                                       to
                          CERTIFICATE OF INCORPORATION
                                       of
                             PROPAINT SYSTEMS, INC.


         PROPAINT SYSTEMS, NC., a corporation organized on December 18, 1995,
and existing under and by virtue of the Nevada General Corporation Law, does
hereby certify that:

         A. The name of the corporation is PROPAINT SYSTEMS, INC.

         B. Under authority of Section 78.195 of the Nevada General Corporation
Law, Article FIFTH, Part I of the Certificate of Amendment to the Corporation's
Certificate of Incorporation expressly vests authority in the Board of Directors
to prescribe the series, number of each series, voting powers, designations,
preferences, limitations, restrictions and relative rights of the Corporation's
preferred shares, without shareholder approval.

         C. The Board of Directors of the Corporation has, by the unanimous
written consent of its members taken on June 14 1998, pursuant to Section 78.315
of the Nevada General Corporation Law, duly adopted a resolution setting forth
an amendment to the Certificate of Incorporation of the Corporation designating
and establishing a series of preferred stock consisting of 5,000,000 preferred
shares known as the "SERIES A, VOTING CONVERTIBLE PREFERRED STOCK".

         D. The Corporation submits this Certificate of Amendment to its
Certificate of Incorporation for the purpose of establishing and designating
such series of preferred stock as required by Section 78.1955 of the Nevada
General Corporation Law.

         E. A copy of the "Resolution of the Board of Directors Establishing a
Series of Shares of Preferred Stock of PROPAINT SYSTEMS, INC." dated as of June
16, 1998, setting forth the text of the amendment prescribing the series, number
of each series, voting powers, designations, preferences, limitations,
restrictions and relative rights of the Series A, Voting Convertible Preferred
Stock, is attached hereto as EXHIBIT A and is incorporated by reference in this
document as if fully set forth herein.

         F. No shares of the Series A, Voting Convertible Preferred Stock have
been issued. No approval of the corporation's shareholders is necessary in
regard to this amendment or its filing with the Nevada Secretary of State.

         WHEREOF, the undersigned have executed this Certificate of Amendment as
of June 17, 1998.

                                          PROPAINT SYSTEMS IN

                                          By /s/ John D. Brasher Jr.
                                             -----------------------
                                             John D. Brasher Jr., Vice President


(SEAL PROPAINT SYSTEMS, INC. NEVADA 1995)

By /s/Elisabeth M. Crosse
   -------------------------------------
   Elisabeth Crosse, Assistant Secretary



<PAGE>


                                 ACKNOWLEDGEMENT

STATE OF COLORADO          )
                           ) ss.
COUNTY OF DENVER           )


         I HEREBY CERTIFY that before me, the undersigned Notary Public, duly
qualified and commissioned in and for the above jurisdiction, personally came
and appeared John 0. Brasher Jr., Vice President of PROPA1NT SYSTEMS, INC., a
Nevada corporation, who acknowledged that he signed the foregoing document and
that the statements therein contained are true and correct.

         SWORN TO AND SUBSCRIBED before me on June 17, 1998.



/s/ Jennifer S. Myer
--------------------       My Commission     My Commission
NOTARY PUBLIC              Expires           Expires October 22, 2001
                                             ------------------------

(SEAL JENNIFER S. MYERS NOTARY PUBLIC STATE OF COLORADO)



<PAGE>


                                    EXHIBIT A
                        RESOLUTION OF BOARD OF DIRECTORS
               ESTABLISHING A SERIES OF SHARES OF PREFERRED STOCK
                                       of
                             PROPAINT SYSTEMS, INC.


                  SERIES A. VOTING CONVERTIBLE PREFERRED STOCK
                  --------------------------------------------

         The undersigned, constituting the entire board of directors of PROPAINT
SYSTEMS, INC., a Nevada corporation ("Company"), hereby take the following
actions by unanimous written consent in lieu of a meeting, as authorized by
Sections 78.3 15 of the Nevada General Corporation Law:

         WHEREAS, the Board of Directors of the Company ("Board") desires to
establish and designate a series of shares of Preferred Stock and to fix and
determine the relative rights and preferences thereof; and

         RESOLVED, FIRST, that the Board hereby establishes and designates a
series of Preferred Stock of the Company to consist of 5,000,000 shares, $.001
par value per share, and hereby affixes the voting powers, designation, rights,
preferences, privileges and restrictions of the shares of such series, as
follows:

         1.       DESIGNATION AND CONSIDERATION.

                  The Board hereby designates 5,000,000 shares of its authorized
but unissued shares of preferred stock, $.001 par value per share, as the
"SERIES A, VOTING CONVERTIBLE PREFERRED STOCK". Shares of this series are herein
referred to as the "Series A Preferred Stock. Each share of Series A Preferred
Stock shall be issued for such consideration as the Board may determine (whether
cash, property or other assets). Once duly issued for the consideration herein
called for, shares of the Series A Preferred Stock shall be deemed fully paid
and nonassessable.

         2.       DIVIDENDS.

                  The holders of the shares of Series A Preferred Stock shall
not be entitled to receive any dividends thereon; provided, that, if a dividend
is declared on the common shares of the Company or on any series of preferred
shares ranking equal or junior to the Series A Preferred Stock, then in such
event the holders of the Series A Preferred Stock shall be entitled to receive a
proportional share of such dividend, based upon the proportion of the number of
shares of Series A Preferred Stock then outstanding to the total number of
shares of common and preferred stock entitled to share in such dividend.

         3.       REDEMPTION.

                  The share of Series A Preferred Stock shall not be subject to
redemption.


<PAGE>

         4.       CONVERSION RIGHT.

                  4.1 CONVERSION INTO COMMON STOCK. Each share of Series A
Preferred Stock may, subject to all terms and conditions of this Section 4 and
subject to adjustment as provided below, at any time after issuance, be
converted at the option of the holder thereof into fully paid, nonassessable
common stock of the Company, tool par value per share.

                  (a) MAXIMUM CONVERSION RATE. Each share of Series A Preferred
Stock may be converted into three (3) fully paid, nonassessable shares of common
stock of the Company, subject to the following conversion conditions:

                  (i)      one fourth (1/4th) of the shares of Series A
                           Preferred Stock held may be converted when the
                           Company and any subsidiaries have on a combined basis
                           opened a total of three (3) Gateways (defined below)
                           that are fully functional and capable of immediately
                           commencing commercial operations, as certified by an
                           engineer qualified to make such certification;

                  (ii)     one fourth (1/4th) of the shares of Series A
                           Preferred Stock held may be converted when the
                           Company and any subsidiaries have on a combined basis
                           opened a total of six (6) Gateways (defined below),
                           including the four Gateways required by clause (i)
                           immediately preceding this clause (ii), that are
                           fully functional and capable of immediately
                           commencing commercial operations, as certified by an
                           engineer qualified to make such certification;

                           The term "GATEWAY" for purposes of clauses (i) and
                           (ii) immediately preceding shall mean a telephony
                           gateway server computer that serves as a bridge
                           between the Public Switched Telephone Network or
                           Private Branch Exchanges, on the one hand, and the
                           Internet on the other hand, and converts analog voice
                           or data transmissions to digital data packets (or
                           vice versa); provided, that five (5) of the Gateways
                           must have capacity to handle twenty-four (24) phone
                           lines and the Internet access to provide capacity of
                           not less than Two Hundred Fifty Thousand (250,000)
                           minutes of talk time per month; and one Gateway must
                           have capacity to handle twelve (12) phone lines and
                           the Internet access to provide capacity of not less
                           than One Hundred Twenty-Five Thousand (125,000)
                           minutes of talk time per month.

                  (iii)    one fourth (1/4th) of the shares of Series A
                           Preferred Stock held may be converted when the
                           Company and all subsidiaries have on a combined basis
                           achieved an aggregate of Two Million Dollars
                           (C$2,000,000.00) in bona fide total revenues from all
                           sources, as reflected on unaudited interim
                           consolidated financial statements regularly prepared
                           for the Company and all subsidiaries;


                                       2


<PAGE>

                  (iv)     one fourth (1/4th) of the shares of Series A
                           Preferred Stock held may be converted when the
                           Company and all subsidiaries have on a combined basis
                           achieved an aggregate of Seven Million Dollars
                           (C$7,000,0W.00) in bona fide total revenues from all
                           sources, including the C$2,000,000 in bona fide total
                           revenues required by clause (ii) immediately
                           preceding this clause (v), as reflected on unaudited
                           interim consolidated financial statements regularly
                           prepared for the Company and all subsidiaries,

                           The four conversion conditions of this Paragraph
                           4.1(a) need not be satisfied in any particular order,
                           nor is the satisfaction of any conversion condition
                           dependent upon the prior satisfaction of any other
                           conversion condition.


                  (b) When Conversion Rate Determinable by Board of Directors.
For purposes of this Section 4, the term '?(R)organization" includes any merger,
consolidation, share exchange, or other business Combination pursuant to which
the Company is not the surviving corporation after the effective date of the
Reorganization, and any sale or lease of all or substantially all of the assets
of the Company, and the term' "Reorganization Agreement' shall mean a plan or
agreement with respect to a Reorganization. In the event the Company consummates
a Reorganization, every share of Series A Preferred Stock issued and outstanding
on the Reorganization's effective date shall on such date be converted into the
number and kind of shares or other property that would be received by a person
holding the number of common shares of the Company into which the shares of
Series A Preferred Stock would be convertible on the effective date.

                  If on a Reorganization's effective date all four of the
conversion conditions set forth in subparagraph 4.1(a) have not been satisfied,
then the immediately following sentence shall apply to the holders of the Series
A Preferred Stock. In regard to any conversion conditions which at the time of
execution of the Reorganization Agreement have not been satisfied, the Board of
Directors shall, prior to such effective date, In good faith determine the
extent to which such remaining conversion conditions have been partially
satisfied. [For example, achieving C$ t,000,000 in total revenues would satisfy
one-fifth of the subparagraph 4.7(a)(ii) conversion condition and one-seventh
of subparagraph' 4.1(a)(N) conversion condition, respectively.] The Board of
Directors shall then determine the number of shares of the Company's common
stock into which the shares of Series A Preferred Stock may be converted, which
shall be in proportion to the extent the remaining conversion conditions have
then been partially satisfied. The determination of the Board of Directors in
this matter shall be final and binding for all purposes.

                  (c) Automatic Conversion at Minimum Conversion Rate. On the
fifth (5th) anniversary of the Original Issue Date of the Series A Preferred
Stock, every share of Series A Preferred Stock which has not theretofore
satisfied any of the foregoing conversion conditions in this Section 4 and been
converted to common stock shall, automatically and without any requirement to
satisfy any conversion conditions of this Section 4 and without need of any
further


                                       3


<PAGE>


action on the part of holders of Series A Preferred Stock except to surrender
the Series A Preferred Stock certificates to the Company's Secretary for
conversion, be Converted into and thereafter represent one half (1/2) of a share
of the common stock of the Company (the "MINIMUM CONVERSION RATE").

                  (d) OTHER MATTERS RELATING TO CONVERSION. The common shares of
the Company into which shares of Series A Preferred Stock are converted
("Conversion Shares' will not be registered under the Securities Act of 193x; as
amended ('Act), but shall be issued in reliance upon Section 4(2) of the Act or
Rule 505 or 506 of Regulation D under the Act, or Regulation S under the Act, or
other available exemption from registration under the Act. Conversion shall be
deemed to occur on the date a certificate evidencing shares of Series A
Preferred Stock being converted is presented to the Company or to the Company's
transfer agent and registrar, properly endorsed and accompanied by the proper
fee payable for issuance of the Conversion Shares. Each certificate evidencing
Series A Preferred Shares or Conversion Shares shall be subject to such
restrictions, conditions and limitations, and shall bear such restrictive
legends, if any, as are required by applicable laws, rules and regulations.

                  4.2 OTHER ADJUSTMENTS TO CONVERSION RATES. The conversion
rates set forth In paragraph 4.1 above will be subject to further adjustment if
the Company is reorganized, merged, consolidated or party to a plan of exchange
with another corporation pursuant to which shareholders of the Company receive
any shares of stock or other securities, or in the event of any sale or other
transfer of all or substantially all of the Company's assets, or in case of any
reclassification of the Common Stock. Holders of shares of the Series A
Preferred Stock shall be entitled, after the occurrence of any such event, to
receive on conversion thereof the kind and amount of shares of stock or other
securities, cash or other property receivable upon such event by a holder of the
number of Common Shares into which the shares of Series A Preferred Stock might
have been converted immediately prior to occurrence of the event. In the event
of a split or combination, the number of Conversion Shares issuable shall be
appropriately adjusted. For purposes of this paragraph, the term "shareholder"
means a holder of Common Stock.

                  4.3 NO FRACTIONAL SIMMS ISSUABLE. NO fractional share of
Common Stock, or scrip or other instrument representing a fractional Common
Share, shall be issued upon conversion of any share of Series A Preferred Stock.
If arty such conversion results in a fractional share of Common Stock being
issuable, the Company issue a whole share if the fraction is one half (0.50) or
more, and the converting holder shall forfeit the fraction if less than one half
(0.50).

                  4.4 COMMON STOCK AUTHORIZED AND RESERVED. The Board hereby
specifically authorizes the issuance of and reserves for issuance an aggregate
of 15,000,000 Common Shares upon conversion of the Series A Preferred Stock,
giving effect to the conversion rates set forth in paragraph 4.1; provided,
however, that V any adjustment to the conversion rates should require the
issuance of a greater number of Common Shares, then the issuance of such greater
number of Common Shares hereby is authorized and reserved.


                                       4


<PAGE>


         5.       RIGHTS ON LIQUIDATION, DISSOLUTION, OR WINDING UP.

                  5.1 PAYMENT OF LIQUIDATION PREFERENCE. In the event of any
voluntary or involuntary liquidation, dissolution or winding-up of the Company,
the holders of shares of Series A Preferred Stock shall be subordinate to all
claims of the Company's creditors and to Balms of the holders of every series of
the Company's preferred stock ranking senior upon liquidation to the Series A
Preferred Stock, but otherwise are entitled to receive a liquidation preference
in the amount of $.001 per share, before any payment is made to any holder of
common shares or any series of preferred shares ranking junior to the shares of
Series A Preferred Stock. After the payment of such liquidation preference and
any liquidation preferences payable to holders of any other series of preferred
shares, the holders of the shares of Series A Preferred Stock shall Share
ratably with the holders of the Company's common stock and all series of
preferred stock ranking on a parity with or junior to the Series A Preferred
Stock in the Company's assets available for distribution to its shareholders.

                  5.2 EFFECTIVE REORGANIZATION. Neither the consolidation or
merger of the Company with or into any other company nor the lease, exchange,
sale or transfer of all or substantially all of the Company's assets shall be
deemed to be a liquidation, dissolution or winding up of the Company's affairs,
whether voluntary or otherwise, within the meaning of this Section 5.

         6.       VOTING RIGHTS.

                  The shares of Series A Preferred Stock shall have the right to
vote in elections of directors and on other matters generally as to which
shareholders of the Company may vote. Each share of Series A Preferred Stock
shall be entitled to cast one (1) vote on every matter placed before
shareholders for consideration. The shares of Series A Preferred Stock shall
vote with the common shares and not as a separate class. Any matter which
requires the approval of the holders of the Series A Preferred Stock shall
require only the affirmative vote of a majority of the votes cast by the holders
of such shares, voting as a separate class, at any lawful meeting of such
holders which commences with a quorum; or If such shares vote by means of
written consent in lieu of a meeting, the concurrence of only a majority of the
holders of the Series A Preferred Stock shall be necessary.

         7.       CERTAIN CORPORATE ACTIONS.

                  The Company shall not amend its articles or certificate of
incorporation without the prior approval of the holders of the Series A
Preferred Stock, voting as a separate class, if such amendment would directly or
indirectly effect any adverse change in any of the rights, preferences or
privileges of, or limitations provided for herein for the benefit of, the
holders of Series A Preferred Stock. Without limiting the generality of the
foregoing, no such amendment may be affected without such approval if such
amendment would:


                                       5


<PAGE>


                  (a) Reduce the amount payable to the holders of Series A
         Preferred Stock upon the voluntary or involuntary liquidation,
         dissolution or winding up of the Company, or change the seniority of
         the liquidation preferences of the holders of Series A Preferred Stock
         relative to the rights upon liquidation, dissolution or winding up of
         the holders of any other class or series of the Company's shares; OR

                  (b) Cancel or modify the right of holders of Series A
         Preferred Stock to convert such shares to Common Shares of the Company,
         all as set forth herein.

         8.       RANK OF SERIES A PREFERRED STOCK.

                  The shares of the Series A Preferred Stock shall rank junior
to all series of preferred stock of the Company hereafter created, unless such
subsequently created series expressly ranks on a parity with or subordinate to
the Series A Preferred Stock. The Company may issue other shares of another
class or series of preferred stock after the date hereof which rank on a parity
with or senior to the Series A Preferred Stock.

         9.       STATUS OF CERTAIN SHARES,

                  Shares of Series A Preferred Stock which (i) have been
redeemed, converted, exchanged, purchased, retired or surrendered to the
Company, or (ii) have been reacquired In any other manner, or (iii) have not
been sold or issued and which by determination of the Board of Directors shall
not be sold or issued as Series A Preferred Stock, shall have the status of
authorized and unissued preferred shares and may be reissued by the Board of
Directors as shares of Series A Preferred Stock or any other series of preferred
stock. In any such event, the Board of Directors may but shall not required to
file an amendment to the Company's articles of incorporation with the Nevada
Secretary of State to reflect any such fact.

         10.      TAX MATTERS.

                  The holders of Series A Preferred Stock shall be solely liable
for and shall pay any and all taxes and other governmental charges, of every
kind, that may be imposed in respect of the issue or delivery of Common Shares
upon redemption or conversion of Series A Preferred Stock. The Company may
withhold certain of such Common Shares in order to satisfy the Company's tax
withholding obligations or take similar steps to ensure that such taxes and
charges are duly paid. If the Company becomes liable for or pays any such taxes
due to acts of a Series A Preferred Stock holder, it may, in order to recoup the
amount of such taut or tax liability:

                  (i) withhold the amount of such tax or tax liability from any
         funds whatever in or coming into the Company's possession and belonging
         to such holder, including dividends declared on the Series A Preferred
         Stock and payable to such holder; and/or


                                       6


<PAGE>


                  (ii) cancel and reissue in the Company's name such number of
         shares of Series A Preferred Stock, based upon the original issue price
         per share, as will equal the amount of the tax paid or tax liability
         incurred.

         11.      NO LIMIT IMPOSED ON CORPORATE POWERS.

                  Except to the extent expressly set forth herein, the issuance
and existence of the Series A Preferred Stock shall not affect in any way the
right or power of the Company or its shareholders to make or authorize any and
all adjustments, recapitalizations, reorganizations or other changes In the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures or other indebtedness, or the
dissolution or liquidation of the Company, or any sale, 'exchange or transfer of
all or any part of its assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise.

                  IN WITNESS WHEREOF, the undersigned directors have duly
approved the foregoing resolution effective as of June 16, 1998.


                                                        /s/ John D. Brasher Jr.
                                                        -----------------------
                                                        John D. Brasher Jr.

(SEAL PROPAINT SYSTEMS, INC. NEVADA 1995)


                                       7


<PAGE>


      FILED
IN THE OFFICE OF THE
   SECRETARY OF
   STATE OF THE
  STATE OF NEVADA
    MAR 30 1999
                            CERTIFICATE OF AMENDMENT
                                       to
                          CERTIFICATE OF INCORPORATION
                                       of
                             PROPAINT SYSTEMS, INC.
                             (A Nevada Corporation)

No. C22258-95
    ---------
/s/ Dean Heller
---------------
DEAN HELLER, SECRETARY OF STATE

         PROPAINT SYSTEMS, INC., a corporation organized and existing under and
by virtue of the General Corporation Law of Nevada, DOES HEREBY CERTIFY THAT:

         A. The Board of Morton of this corporation by the unanimous written
consent of its members, filed with the minutes of the Board, duly adopted a
resolution setting forth a proposed amendment to the Certificate of
Incorporation of the corporation to amend the first paragraph of Ankle FIFTH in
order to increase the number of common shares and preferred shares authorized
issuable, declaring each amendments to be advisable and directing that the
proposal be placed before the shareholders of the corporation for consideration
thereof. The resolution setting forth the proposed amendment is as follows:

         RESOLVED, that Article FIFTH of the Certificate of Incorporation of
this corporation be amended to provide as follows:

         "FIRST. The name of this corporation is PROPAINT SYSTEMS, INC

         FIFTH. The aggregate number of shares of capital stock of all classes
which the Corporation shall have authority to issue is ONE HUNDRED TWENTY-FIVE
MILLION (125,000,000), of which ONE HUNDRED MILLTON (100,000,000) shares having
a par value of $.001 per share shall be of a class designated "COMMON STOCK" (or
"COMMON SHARES") and TWENTY-FIVE MILLION (25,000,000) shares having a par value
of $.001 per share shall be of a class designated "PREFERRED STOCK" (or
"PREFERRED SHARES". All shares of the Corporation shall be issued for such
consideration or considerations ac the Board of Directors may from time to time
determine. The designations, voting powers, preferences, optional or other
special rights and qualifications, limitations, or restrictions of the above
classes of stock shall be as follows: "

         B. Other than the amendment to the first paragraph of Article FIFTH,
there are no amendments to the Certificate of Incorporation.

         C. Pursuant to resolution of the corporation's Board of Directors, the
foregoing Certificate of Amendment was duly approved by affirmative vote of the
holders of a majority of the Corporation's 1,000,000 shares of capital stock
outstanding and entitled to vote on the proposed amendment, and therefore
sufficient for approval, all in accordance with the General Corporation Law of
Nevada and the existing Certificate of Incorporation and bylaws of the
Corporation.

         D. This amendment was duly adopted in accordance with the provisions of
Section 78390 of the General Corporation Law of Nevada.


<PAGE>

         IN WITNESS WHEREOF, PROPAINT SYSTEMS, INC. has caused this Certificate
of Amendment to be signed by its Vice President, and attested by its Secretary,
as of the date below.

DATED: June 5, 1998                       PROPAINT SYSTEMS, INC.

                                          By /s/ John D. Brasher Jr.
                                             -----------------------------------
                                             John D. Brasher Jr., Vice President


By /s/Elisabeth M. Crosse
   -------------------------------------
   Elisabeth Crosse, Assistant Secretary

(SEAL FOR PROPAINT SYSTEMS, INC NEVADA 1995)


<PAGE>


                                 ACKNOWLEDGMENTS

STATE OF COLORADO          )
                           ) ss.
COUNTY OF DENVER           )


         I HEREBY CERTIFY that before me, a Notary Public duly commissioned and
qualified in and for the above jurisdiction, personally Came and appeared John
D. Brasher It, the Vice President of PROPAINT SYSTEMS, INC., who after being
duly sworn declared that he executed the foregoing Certificate of Amendment as
his free act and deed and that the statements therein set forth axe true and
correct.

         IN WITNESS WHEREOF, I have hereunto set my hand and seal on June 5,
1998.



/s/ Jennifer S. Myer
--------------------       My Commission     My Commission
NOTARY PUBLIC              Expires           Expires October 22, 2001
                                             ------------------------

(SEAL JENNIFER S. MYERS NOTARY PUBLIC STATE OF COLORADO)



STATE OF COLORADO          )
                           ) ss.
COUNTY OF DENVER           )


         I HEREBY CERTIFY that before me, a Notary Public duly commissioned and
qualified in and fur the above jurisdiction, personally came and appeared
Elisabeth M. Crosse, the Secretary of PROPAINT SYSTEMS, INC., who after being
duty sworn declared that she executed the foregoing Certificate of Amendment as
her frets act and deed and that the statements therein set forth are true and
correct.

         IN WITNESS WHEREOF, I have hereunto set my hand and seal on June 5,
1948.


/s/ Jennifer S. Myer
--------------------       My Commission     My Commission
NOTARY PUBLIC              Expires           Expires October 22, 2001
                                             ------------------------

(SEAL JENNIFER S. MYERS NOTARY PUBLIC STATE OF COLORADO)


================================================================================

                               SECRETARY OF STATE
                                STATE OF NEVADA

                               CORPORATE CHARTER

I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that PROPAINT SYSTEMS, INC. (Formerly: ENEFEL 1001, INC.) did on
December 18. 1995 file in this office the original Articles of Incorporation;
that said Articles are now on file and of record in the office of the Secretary
of State of the State of Nevada, and further, that said Articles contain all the
provisions required by the law of said State of Nevada.


                                    IN WITNESS WHEREOF. I have hereunto set my
                                    hand and affixed the Great Seal of State, at
                                    my office, in Carson City, Nevada, on June
                                    18, 1998.

                                    /s/ Dean Heller
                                    ---------------------------------------
                                    Secretary of State
                                    By /s/ [UNLEGABLE]
                                    ---------------------------------------
                                    Certification Clerk

(THE GREAT SEAL OF THE STATE OF NEVADA)

================================================================================