The vote by which the stockholders hold 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
          and restatement is 9,000,000 shares of the 11,225,000 shares
                                  outstanding.



                                    RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                           INTEGRATED TECHNOLOGY GROUP

                                       I.

The name of this Corporation is Integrated Technology Group.

                                       II.

The Corporation is authorized to issue two classes of stock, designated,
respectively, "Common Stock" and "Preferred Stock." The total number of shares
of Common Stock authorized to be issued is Twenty Million (20,000,000), $0.001
par value per share. The total number of shares of Preferred Stock authorized to
be issued is ten million (10,000,000), $0.01 par value per share.

Except as herein provided and as required by the laws of the State of Nevada,
all voting rights of the Corporation shall be held by the holders of Common
Stock.

The powers, preference, rights, restrictions, and other matters relating to
Preferred Stock are as follows:

         (a) Distribution Upon Dissolution. In the event of any voluntary or
             -----------------------------
             involuntary liquidation (in whole or in part), dissolution or
             winding-up of this Corporation, the holders of the Common Stock and
             the Preferred Stock of this Corporation shall be paid out of the
             assets of this Corporation available for distribution to its
             stockholders in the following order of priority:

             (1) First, to the holders of the Preferred Stock an amount equal to
                 -----
                 all unpaid declared, accumulated dividends, if any, thereon,
                 without interest.

             (2) Second, to the holders of the Preferred Stock an amount equal
                 ------
                 to $1.10 per share.
<PAGE>


             (3) Third, thereafter, the remaining assets of this Corporation
                 -----
                 available for distribution to its stockholders shall be
                 distributed among and paid to the holders of Common Stock.

         (b) Dividends. The holders of the Preferred Stock shall be entitled to
             ---------
             receive, equally and ratably, before any dividends are
             declared or paid upon any class or series of the capital stock of
             this Corporation ranking junior to Preferred Stock as to dividends,
             when and as declared by the Board of Directors out of funds legally
             available for such purpose, cash dividends payable annually on the
             31st day of December of each year (the "Dividend Payment Date")
             equal to $.10 per share of Preferred Stock of this Corporation.
             Dividends shall be cumulative and shall accrue in the amount
             specified above, whether or not declared, from and after the date
             of issue. With respect to shares of Preferred Stock issued or
             redeemed during a calendar year, dividends shall be prorated based
             upon the number of days such shares were outstanding during such
             calendar year.

             (1) If any dividends payable on the Preferred Stock with respect to
                 any fiscal year of this Corporation are not paid for any
                 reason, the right of the holders of the Preferred Stock to
                 receive payment of such dividend shall not lapse or terminate,
                 but such unpaid dividend or dividends shall accumulate and
                 shall be paid without interest to the holders of the Preferred
                 Stock, when and as authorized by the Board of Directors of this
                 Corporation, before any sum or sums shall be set aside for or
                 applied to the purchase, or redemption of the Preferred Stock
                 or the purchase, redemption or other acquisition for value of
                 any other class of stock and before any dividend shall be paid
                 or declared, or any other distribution shall be ordered or
                 made, upon any other class of stock.

             (2) No dividends shall be paid on the Preferred Stock at such time
                 as such payment would violate Nevada law.

         (c) Redemption. The shares of Preferred Stock may be redeemed, in whole
             ----------
             or in part, at the option of this Corporation by
             resolution of its Board of Directors, at any time and from time to
             time after the date of issue, at the price per share payable in
             cash equal to $1.10 plus in each case an amount equal to all
             accrued and unpaid dividends thereon (whether or not declared) to
             the date fixed for redemption (herein called the "Redemption
             Date"), such sum being herein called the "Redemption Price." If
             less than the entire number of shares of Preferred Stock

<PAGE>

             outstanding is at any one time redeemed by this Corporation, the
             shares to be redeemed shall be selected ratably among all holders
             in proportion to the number of shares of Preferred Stock held by
             each holder bears to the total number of such shares outstanding.
             Notice of any redemption of Preferred Stock, specifying the
             Redemption Price, and the time and place for redemption, shall be
             given by first-class mail, postage prepaid, mailed not more than
             thirty (30) nor less than ten (10) days prior to the Redemption
             Date to each holder of record of shares to be redeemed, at such
             holder's address as shown by the records of this Corporation. If
             less than all the shares owned by such holder are then to be
             redeemed, then holder shall also specify the number of shares and
             the certificate numbers thereof which are to be redeemed.

                                       III

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 bylaws of this Corporation.

                                       IV

To the fullest extent permitted by the Nevada General Corporation Law as the
same exists or as may hereafter be amended, a director or officer of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director or
officer for (i) acts or omissions which involve intentional misconduct, forced
or knowing violations of law or (ii) the payment of distributions in violation
of Nevada General Corporation Law.

The Corporation shall indemnify to the fullest extent permitted by law any
person made or threatened to be made a party to an action or proceeding, whether
criminal, civil, administrative, or investigative, by reason of the fact that
he, his testator, or intestate is or was a director, officer, employee or agent
of the Corporation or serves or served at any other enterprise as a director,
officer, employee or agent at the request of the Corporation or any predecessor
to the Corporation.

Neither the amendment nor repeal of this Article 4, nor the adoption of any
provision of this Corporation's articles of incorporation inconsistent with this
Article 4, shall eliminate or reduce the effect of this Article 4 in respect of
any matter occurring, or any action or proceeding accruing or arising or that,
but for this Article 4, would accrue or arise, prior to such amendment, repeal
or adoption of an inconsistent provision.

<PAGE>

                                       V.

The bylaws shall be adopted by the board of directors. The power to alter,
amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of
directors, but the stockholders of the Corporation may also alter, amend, or
repeal the bylaws or adopt new bylaws.

     Signatures (Required):

/s/ H. Scott Holden                         /s/C. Sue Rushing
------------------------------              ------------------------
H. Scott Holden, President                  C. Sue Rushing, Secretary