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[STATE OF MISSOURI LOGO]                          STATE OF MISSOURI
                                       REBECCA MCDOWELL COOK, SECRETARY OF STATE
                                       P.O. BOX 778, JEFFERSON CITY, MO. 65102

                                                CORPORATION DIVISION


                     AMENDMENT OF ARTICLES OF INCORPORATION
                         (To be submitted in duplicate)

Pursuant  to the  provisions  of The  General and  Business  Corporation  Law of
Missouri, the undersigned Corporation certifies the following:

1. The present name of the Corporation is International  Mercantile  Corporation
                                          --------------------------------------

--------------------------------------------------------------------------------

2. An amendment to the  Corporation's  Articles of Incorporation  was adopted by
   the   shareholders on September 11, 1998.
                         ----------------------------------------

3. Article Number Three is amended to read as follows:

                                     THREE

The aggregate number,  class and par value of shares which the corporation shall
have authority to issue is as follows:

1. 31,000,000 shares Class "A" common,  previously known as "common" stock, with
a par value of $.01 per  share,  previously  $1.00 per  share,  with each  share
entitled to one vote.

2. 2,000,000 shares Class "B" common,  with a par value of $.01 per share,  with
each share entitled to 51 votes.

3. 10,000,000 shares non-voting Series"1"  preferred,  $.10 par value, the terms
described on the enclosed Director's Certificate of Designation.

4. 2,000,000 shares non-voting  Series "2" preferred,  $.10 par value, the terms
described on the enclosed Directors Certificate of Designation.

5. 5,000,000  shares,  non-voting Series "3" preferred, $.10 par value, with all
other terms to be set by the Board of Directors.



                 (If more than one article is to be amended or
                    more space is needed attach fly sheet.)

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4. Of the 3,976,282 shares  outstanding,  2,323,000 such shares were entitled to
   vote on such amendment.


   The number of  outstanding  shares of any class entitled to vote thereon as a
   class were as follows:

         CLASS                      NUMBER OF OUTSTANDING SHARES

      Common                                3,976,282




5. The number of shares voted for and against the amendment was as follows:

         CLASS             NO. VOTED FOR           NO. VOTED AGAINST

     Common                2,323,000                      -0-




6. If the amendment  changed the number or par value of authorized shares having
   a par value, the amount in dollars of authorized shares having a par value as
   changed is:

   Common stock par value  reduced  from $1.00 per share to $.01 per share,  and
   preferred  par  value  set at $.10 per  share.  Number  of  aggregate  shares
   increased from 5,000,000 to 50,000,000


   If the amendment  changed the number of authorized  shares without par value,
   the  authorized  number  of  shares  without  par  value as  changed  and the
   consideration  proposed to be received for such increased  authorized  shares
   without par value as are to be presently issued are:






7. If the amendment provides for an exchange, reclassification,  or cancellation
   of issued  shares,  or a reduction of the number of authorized  shares of any
   class below the number of issued  shares of that class,  the  following  is a
   statement of the manner in which such  reduction  shall be  effected:

   Former  common  reclassified  as Class "A" common,  and number of  authorized
   Class "A" common shares increased from 5,000,000 to 31,000,000 shares.

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IN WITNESS WHEREOF, the undersigned  Frederic Richardson
                                    --------------------------------------------
                                                  PRESIDENT OR
                                           has executed this instrument and its
------------------------------------------
           VICE PRESIDENT

Arthur E. Fillmore, II
---------------------------------------has affixed its corporate seal hereto and
SECRETARY OR ASSISTANT SECRETARY
attested said seal on the           11th        day of   September       , 1998.
                           --------------------        ------------------    --


                 PLACE
             CORPORATE SEAL
                  HERE
       (If no seal, state "None")
                                           International Merchantile Corporation
                                           -------------------------------------
                                                   NAME OF CORPORATION

[ATTEST]

     /s/ Arthur E. Fillmore, II       By         /s/ Frederic Richardson
------------------------------------     ---------------------------------------
  SECRETARY OR ASSISTANT SECRETARY            PRESIDENT OR VICE PRESIDENT



State of   Missouri                )
         ------------------------- )
                                   )ss.
County of Jackson                  )
          ------------------------ )


           Donna M.S. Gouge                 , a Notary Public, do hereby certify
-------------------------------------------
that
this       11th        day of      September         , 1998, personally appeared
    -------------------      -----------------------     --

before me Frederic Richardson and Arthur E. Fillmore, II  who, being by me first
          ----------------------------------------------

duly sworn, appeared that they are the President and Assistant Secretary
                          ------------------------------------------------------

--------------------------------------------------------------------------------
they signed the foregoing documents as    President & Assistant Secretary of the
                                       ----------------------------------

corporation, and that the statements therein contained are true.


   (Notarial Seal)                          /s/ Donna M.S. Gouge
                                         ------------------------------------
            DONNA M.S. GOUGE                          NOTARY PUBLIC
       NOTARY PUBLIC-NOTARY SEAL
           STATE OF MISSOURI             My commission expires December 23, 1999
             JACKSON COUNTY                                    --------------
MY COMMISSION EXPIRES: December 23, 1999

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                      INTERNATIONAL MERCANTILE CORPORATION

           DESIGNATION OF RIGHTS-SERIES 1 CONVERTIBLE PREFERRED STOCK

         The Series 1  Convertible  Preferred  Stock  shall  have the  following
preferences,  qualifications,  limitations,  restrictions  and  the  special  or
relative rights in respect to the shares of all other classes of Preferred Stock
and Common Stock of International Mercantile Corporation (the "Corporation").

         (1) Number of shares,  class and par value.  This designation of rights
creates  Series 1  Convertible  Preferred  Stock  ("Series 1 Preferred  Stock"),
consisting  of  10,000,000  shares  having a par value of ten cents  ($.10)  per
shares and an aggregate par value of $1,000,000.

         (2)  Conversion  rights.  Each  share of  Series 1  Preferred  Stock is
convertible at any time for three (3) years following issuance into one share of
Class A Common Stock, at a price of two dollars ($2.00) per share.

         (3)  Dividend  preference.  Each share of Series 1 Preferred  Stock has
dividend  rights  identical  to the  Class  A  Common  Stock  in the  event  the
Corporation  declares any dividends.  There is no automatic accrual of dividends
on the Series 1 Preferred Stock.

         (4) Redemption. Each share of Series 1 Preferred Stock is redeemable by
the  Corporation  for  $.10  per  share  at any  time  after  the  first  annual
anniversary  of issuance if the average  closing bid price of the Class A Common
Stock  for  ten  (10)  business  days  immediately  preceding  the  date of such
redemption  notice  is at  least  125% of the  exercise  price  of the  Series 1
Preferred Stock

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(i.e.  $2.50 per share) upon  written  notice to the  shareholders  as described
herein (the  "redemption  notice").  Following  any such  redemption  notice the
holders of the Series 1 Preferred  Stock shall have the  opportunity  to convert
the Series 1 Preferred Stock for a period of twenty (20) days.

         Any shares of the Series 1 Preferred  Stock  redeemed  pursuant to this
section or otherwise  acquired by the Corporation in any manner whatsoever shall
be  permanently  retired  immediately on the  acquisition  thereof and shall not
under any  circumstances  be reissued.  The Corporation  shall from time to time
take such appropriate action as may be necessary to reduce the authorized number
of shares of Series 1 Preferred Stock accordingly.

         If fewer  than all of the  issued  and  outstanding  shares of Series 1
Preferred  Stock are  redeemed  at any time,  all shares of Series 1  Preferred
Stock to be redeemed  shall be selected pro rata, and there shall be so redeemed
from each  registered  holder in whole shares,  as nearly as  practicable to the
nearest  share,  that  proportion of all of the shares to be redeemed  which the
number of shares  held of record  by such  holder  bears to the total  number of
shares of Series 1 Preferred Stock at the time outstanding.

         Notice of Redemption of Series 1 Preferred  Stock, specifying  the date
(the "Redemption Date") and place of redemption and the number of shares and the
certificate  numbers  thereof  which are to be redeemed  shall be mailed to each
holder of record of shares to be  redeemed at its address as shown by records of
the Corporation not more than sixty (60) nor less than ten (10) days


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prior to the date on which such redemption is to be made.

         Notice of Redemption having been so mailed and provision for payment of
the  redemption  price for such shares on the specified  redemption  date having
been made by the Corporation, then, unless default be made in the payment of the
redemption  price for such shares when and as due, (i) on such  Redemption  Date
all rights of the  respective  holders of such shares,  as  shareholders  of the
Corporation on a date  designated by the  Corporation's  Board of Directors (the
"record  date") by reason of the ownership of such shares,  shall cease,  except
the right to receive the redemption  price of such shares upon  presentation and
surrender of the respective certificates representing such shares; and (ii) such
shares shall not after such Redemption Date be deemed to be outstanding. In case
less than all the shares represented by any such certificate are redeemed, a new
certificate  shall be issued  representing the unredeemed shares without cost to
the holder thereof.

         (5) Liquidation.  The Series 1 Preferred Stock shall not be entitled to
any  liquidation  preference  in the  event  of  the  voluntary  or  involuntary
liquidation, dissolution or winding up of the Corporation and the holders of the
Series 1 Preferred  Stock shall not be entitled to any amount upon  liquidation,
dissolution or winding up of the Corporation.

         (6) Voting.  The  holders of the Series 1 Preferred  Stock shall not be
entitled  to any voting  rights  whatsoever  on matters  submitted  to a vote of
shareholders of the corporation, so long as



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any shares of the Series 1 Preferred  Stock shall be  outstanding,  except those
rights provided by the general corporation law of the State of Missouri.

         The Corporation  shall not,  without the written consent of the holders
of one half of the aggregate number of shares of the Series 1 Preferred Stock at
the time outstanding; alter or change the powers, preferences or rights given to
the  Series 1  Preferred  Stock so as to affect  the  Series 1  Preferred  Stock
adversely.


                                           /s/ Arthur E. Fillmore, II
                                           -------------------------------------
                                           Arthur E. Fillmore, II
                                           Assistant Secretary