RESTATED ARTICLES OF INCORPORATION

                                       OF

                         NATURAL WAY TECHNOLOGIES, INC.

     We, the  undersigned  President and Secretary of Natural Way  Technologies,
Inc. do hereby certify:

     That the board of directors and majority  shareholders of said  corporation
     have by written  consent,  adopted  resolutions  to amend and  restate  the
     Articles of Incorporation, and

     That the number of shares of the  corporation  outstanding  and entitled to
     vote on an amendment to the Articles of Incorporation  is 17,500,000;  that
     said  amendments  have been consented to and approved by a majority vote of
     the  stockholders  holding  at  least a  majority  of each  class  of stock
     outstanding and entitled to vote thereon, and

     That the  primary  purpose of the  amendments  is to change the name of the
     corporation to  eSoftBank.com,  Inc.; and to reauthorize the  corporation's
     authorized capital after a one for five reverse stock split; and

     That the text of  Articles  of  Incorporation  as  amended to date reads as
     herein set forth in full:

                                    ARTICLE I

                                      NAME

     The  name  of  the  corporation   (hereinafter  called   "Corporation")  is
eSoftBank.com, Inc.

                                   ARTICLE II

                               PERIOD OF DURATION

     The period of duration of the Corporation is perpetual.

                                   ARTICLE III

                               PURPOSES AND POWERS

     The purpose for which this  Corporation  is  organized  is to engage in the
business of  investing in  investments  of all forms and nature and to engage in
any and all other lawful business. ARTICLE IV

<PAGE>

                                 CAPITALIZATION

     The total  number of shares of stock which the  Corporation  shall have the
authority  to issue is fifty five million  (55,000,000)  shares,  consisting  of
fifty  million  (50,000,000)  shares of Common Stock having a par value of $.001
per share and five million  (5,000,000)  shares of Preferred  Stock having a par
value of $.001 per share.

     A.   Preferred Stock

          The Board of  Directors  is  authorized,  subject  to the  limitations
          prescribed by law and the  provisions of this Article,  to provide for
          the issuance of the shares of Preferred Stock in series, and by filing
          a certificate  pursuant to the  applicable law of the State of Nevada,
          to establish  from time to time the number of shares to be included in
          each such series and to fix the designation,  powers,  preferences and
          rights  of the  shares  of each such  series  and the  qualifications,
          limitations or restrictions thereof.

          1.   The  authority  of the Board with  respect to each  series  shall
               include, but not be limited to, determination of the following:

               a.   The  number  of  shares  constituting  that  series  and the
                    distinctive designation of that series;

               b.   The  dividend  rate on the  shares of that  series,  whether
                    dividends shall be cumulative, and if so, from which date or
                    dates,  and the  relative  rights of  priority,  if any,  of
                    payment of dividends on shares of that series;

               c.   Whether that series shall have voting rights, in addition to
                    the voting  rights  provided by law, and if so, the terms of
                    such voting rights;

               d.   Whether that series shall have conversion privileges and, if
                    so, the terms and conditions of such  conversion,  including
                    provision  for  adjustment  of the  conversion  rate in such
                    events as the Board of Directors shall determine;

               e.   Whether or not the shares of that series shall be redeemable
                    and,  if so, the terms and  conditions  of such  redemption,
                    including  the date or dates upon or after  which they shall
                    be  redeemable  and the amount per share  payable in case of
                    redemption, which amount may vary under different conditions
                    and at different redemption dates;
<PAGE>

               f.   Whether  that  series  shall  have a  sinking  fund  for the
                    redemption  or purchase of shares of that series and, if so,
                    the terms and amount of such sinking fund;

               g.   The  rights  of the  shares  of that  series in the event of
                    voluntary or involuntary liquidation, dissolution or winding
                    up of the Corporation,  and the relative rights of priority,
                    if any, of payment of shares of that series; and

               h.   Any other relative  rights,  preferences  and limitations of
                    that series.

     2.   Dividends on  outstanding  shares of Preferred  Stock shall be paid or
          declared and set apart for payment, before any dividends shall be paid
          or declared  and set apart for payment on Common Stock with respect to
          the same dividend period.

     3.   If upon any  voluntary  or  involuntary  liquidation,  dissolution  or
          winding up of the  Corporation,  the assets available for distribution
          to  holders  of  shares  of  Preferred  Stock of all  series  shall be
          insufficient to pay such holders the full preferential amount to which
          they are entitled, then such assets shall be distributed ratably among
          the shares of all series of  Preferred  Stock in  accordance  with the
          respective   preferential   amounts   (including   unpaid   cumulative
          dividends, if any) payable with respect thereto.

     4.   Unless otherwise  provided in any resolution of the Board of Directors
          providing  for the  issuance  of any  particular  series of  Preferred
          Stock, no holder of Preferred  Stock shall have any pre-emptive  right
          as such holder to subscribe  for,  purchase or receive any part of any
          new or  additional  issue of  capital  stock of any  class or  series,
          including  unissued  and  treasury  stock,  or  obligations  or  other
          securities  convertible  into or exchangeable for capital stock of any
          class or series, or warrants or other instruments evidencing rights or
          options to subscribe for, purchase or receive any capital stock of any
          class or series,  whether  now or  hereafter  authorized  and  whether
          issued for cash or other consideration or by way of dividend.

B.   Common Stock

     1.   Subject to the prior and superior rights of the Preferred Stock and on
          the conditions set forth in the foregoing  parts of this Article or in
          any resolution of the Board of Directors providing for the issuance of
          any particular  series of Preferred  Stock,  and not  otherwise,  such
          dividends  (payable in cash,  stock or otherwise) as may be determined
          by the Board of Directors may be declared and paid on the Common Stock
          from time to time out of any funds legally available therefor.

     2.   Except  as  otherwise   provided  by  law,  by  this   Certificate  of
          Incorporation  or by the  resolution  or  resolutions  of the Board of
          Directors  providing  for the  issue of any  series  of the  Preferred
          Stock, the Common Stock shall have the exclusive right to vote for the
          election of directors and for all other  purposes,  each holder of the
          Common Stock being entitled to one vote for each share held.

     3.   Upon any  liquidation,  dissolution or winding up of the  Corporation,
          whether  voluntary  or  involuntary,  and  after  the  holders  of the
          Preferred Stock of each series shall have been paid in full the amount
          to which they respectively shall be entitled,  or a sum sufficient for
          such payments in assets of the  Corporation  shall be distributed  pro
          rata to the  holders  of the  Common  Stock in  accordance  with their
          respective  rights and  interests,  to the exclusion of the holders of
          the Preferred Stock.

                                    ARTICLE V

                           REGISTERED OFFICE AND AGENT

     The address of the corporation's  current  registered office is 502 E. John
Street,  Room E.,  Carson  City,  Nevada  89706;  the name of the  corporation's
current  registered  agent  at such  address  is The  Prentice-Hall  Corporation
System, Nevada, Inc.

                                   ARTICLE VI

                                    DIRECTORS

     The  Corporation  shall be governed by a Board of Directors  consisting  of
such number of directors as shall be fixed the Corporation's  bylaws. The number
of directors  constituting  the current board of directors of the corporation is
four and the names and addresses of the directors are as follows:

         Name                           Address
        ------                         ---------

Yiu Yat On            Rm. 2211-2215, Science & Technology Building 1001
                      Shangbuzlong Road, Fution District
                      Shenzhen, PRC

Jin Hui Juan          Rm. 2211-2215, Science & Technology Building 1001
                      Shangbuzlong Road, Fution District
                      Shenzhen, PRC
<PAGE>


Ma Ding Jie           Rm. 2211-2215, Science & Technology Building 1001
                      Shangbuzlong Road, Fution District
                      Shenzhen, PRC

Simon Ong             Rm. 2211-2215, Science & Technology Building 1001
                      Shangbuzlong Road, Fution District
                      Shenzhen, PRC

                                   ARTICLE VII

                           DENIAL OF PREEMPTIVE RIGHTS
                          -----------------------------
     There shall be no  preemptive  right to acquire  unissued  and/or  treasury
shares of the stock of the Corporation.

                                  ARTICLE VIII

                       LIABILITY OF OFFICERS AND DIRECTORS
                      --------------------------------------
     A  director  or  officer  of the  Corporation  shall  not be  liable to the
Corporation  or its  shareholders  for damages for breach of fiduciary duty as a
director or officer unless the act or omission involves intentional  misconduct,
fraud,  a knowing  violation  of law or the payment of an  unlawful  dividend in
violation of NRS 78.300.

                                   ARTICLE IX

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS
                   -------------------------------------------
     The  Corporation  shall  indemnify any and all persons who may serve or who
have served at any time as  directors  or officers or who, at the request of the
Board of Directors of the  Corporation,  may serve or at any time have served as
directors or officers of another  corporation  in which the  Corporation at such
time owned or may own  shares of stock or of which it was or may be a  creditor,
and their respective heirs, administrators,  successors and assigns, against any
and all  expenses,  including  amounts  paid upon  judgments,  counsel  fees and
amounts paid in  settlement  (before or after suit is  commenced),  actually and
necessarily by such persons in connection  with the defense or settlement of any
claim,  action,  suit or  proceeding  in which  they,  or any of them,  are made
parties,  or a party,  or which may be asserted  against them or any of them, by
reason of being or having been directors or officers of the  Corporation,  or of
such  other  corporation,  except in  relation  to  matters as to which any such
director or officer of the Corporation,  or of such other  corporation or former
director  or  officer  or  person  shall  be  adjudged  in any  action,  suit or
proceeding to be liable for his own negligence or misconduct in the  performance
of his duty.  Such  indemnification  shall be in addition to any other rights to
which those indemnified may be entitled under any law, by law,  agreement,  vote
of shareholder or otherwise.
<PAGE>

     DATED this 27th day of March, 2000.

                                         ESOFTBANK.COM, INC.
                                         formerly Natural Way Technologies, Inc.



                                          /S/
                                          --------------------------------------
                                          Wang Wei Hua
                                          President
Attest:



---------------------
Secretary
<PAGE>



STATE OF  New York                 )
                                   )
COUNTY OF New York                 )

     On March 27, 2000, personally appeared before me, a Notary Public, Wang Wei
Hua, who  acknowledged  that he executed  the above  document in his capacity as
President of eSoftBank.com, Inc. formerly Natural Way Technologies, Inc.


                                                        /s/
                                                        ------------------------
                                                        Notary Public


STATE OF  New York                 )
                                   )
COUNTY OF New York                 )

     On March  27,  2000,  personally  appeared  before  me,  a  Notary  Public,
Howard H. Jiang,  who acknowledged  that he  executed the above document in his
capacity as Secretary of eSoftBank.com,  Inc. formerly Natural Way Technologies,
Inc.


                                                          /s/
                                                          ----------------------
                                                          Notary Public