State of Utah                              CO #087522
          Department of Commerce
Division of Corporations and Commercial Code           1995 JUL 20 AM 9:46

Hereby certifies that the foregoing has been filed
and approved on the 30th day of July 1995
by the office of this Division and hereby issue
a certificate thereof.

Examiner _______________ Date 7/20/95

                    Korla T. Woods
                    KORLA T. WOODS
                    Division Director

                           ARTICLES OF AMENDMENT

                    TO THE ARTICLES OF INCORPORATION OF

                            JUNGLE STREET, INC.


     Pursuant to the provisions of Section 16-10a-1006 of the Utah Revised
Business Corporation Act, the undersigned corporation hereby adopts the
following Articles of Amendment to its Articles of Incorporation.

          FIRST: The name of the corporation is Jungle Street, Inc.

          SECOND: The following amendment to the Articles of Incorporation
of Jungle Street, Inc. was duly adopted by the stockholders of the
corporation at a meeting held April 20, 1995, in the manner prescribed by
the Utah Revised Business Corporation Act.

          THIRD: The amendment does not provide for any exchange,
reclassification or cancellation of issued shares; however, pursuant to a
resolution adopted by the stockholders of the corporation at the meeting
held April 20, 1995, the 50,000,000 one mill ($0.001) par value common
voting shares issued and outstanding were reverse split on a basis of 100
for one, retaining the authorized shares at 50,000,000 and retaining the
par value at one mill ($0.001) per share, with appropriate adjustments
being made in the additional paid in capital and stated capital accounts of
the corporation, and resulting in a total of 500,000 shares of one mill
($0.001) par value common voting stock being issued and outstanding. This
amendment reduced the stated capital of the corporation from $50,000 to
$500.

          FOURTH: The amendment adopting the reverse split of the
corporation's common stock was adopted by the stockholders at a meeting
held April 20, 1995.



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          FIFTH: This amendment was not adopted by the incorporators or the
Board of Directors without stockholder action.

          SIXTH: (a) The designation and number of outstanding shares of
each class entitled to vote thereon as a class were as follows, to-wit:

          CLASS                        NUMBER OF SHARES

          Common                          50,000,000

               (b) The number of shares voted for such amendments was
25,220,667, with none opposing and none abstaining.

          IN WITNESS WHEREOF, the undersigned President and Secretary,
having been thereunto duly authorized, have executed the foregoing Articles
of Amendment for the corporation under the penalties of perjury this 6th
day of June, 1995.

                                        JUNGLE STREET, INC.



                                        By /s/ DANIEL A. PENTELUTE
                                          -------------------------------------
                                          Daniel A. Pentelute,
                                          President

Attest:


/s/ LOUISE PENTELUTE
-----------------------------
Louise Pentelute, Secretary





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