ADMENDMENT TO THE

                            ARTICLES OF INCORPORATION

                                       OF

                              DENTMART GROUP, INC.

     DENTMART GROUP,  INC., a Colorado  corporation (the  "Corporation")  hereby
adopts,  pursuant to C.R.S. 1973,  Section 7E2- 106, the following  amendment of
its  Articles  of  Incorporation.  The  amendment  made  hereby has been made in
conformity with the provisions of the Colorado Corporation Code.

     Such amendment was adopted on May 15, 1991, by a vote of shareholders.  The
number of shares voting for this  amendment  was  sufficient  for approval,  the
number required for such approval being a majority of the outstanding  shares of
the Corporation.

     Pursuant to the  foregoing,  the  Corporation  does hereby  amend the first
sentence of Paragraph 4 of its  Articles or  Incorporation,  which  sentence now
reads:

     "4.  Effective  on the date upon which this  Amendment  to the  Articles of
     Incorporation  is duly  filed with the  Secretary  of State of the State of
     Colorado (the "Effective  Date"),  each share of the common Stock, s-al par
     value,  authorized and outstanding on the Effective Date shall be combined,
     reconstituted, and converted by reverse stock split into one- fifth (115th)
     share of Common Stock, $.05 par value. The Board of Directors is authorized
     to determine by resolution all matters reasonably required by, or ancillary
     to, said reverse  stock split,  including but not limited to the manner and
     terms upon which new share certificates  shall be issued,  certificates far
     existing share certificates shall be surrendered, and fractional shares (if
     any) shall be issued.  Upon the occurrence of said reverse stock split, the
     maximum number of shares which the Corporation  shall have the authority to
     issue is:

          (a) 5,000,000 (Five Million) Shares of Common stock having a par value
     of $-05 per share; and

          (b)  2,000,000  (Two Million)  Shares of Preferred  Stock having a par
     value of $.0l per share, such Preferred Stock being issuable in one or more
     series as hereinafter provided.4'

                                   Page 1 of 2
<PAGE>

     To read in full as follows:

     "The  aggregate  number of  shares  which the  Corporation  shall  have the
     authority  to issue is:  (a)  25,000,000  (Twenty-five  Million)  Shares of
     Common  Stock  having a value of $.01 per  share;  and (b)  2,000,000  (Two
     Million)  shares of  Preferred  Stock having a par value of $.01 per share,
     such  Preferred  Stock being  issuable  in one or more series as  hereafter
     provided."


                                         Respectfully submitted:

Date: May 16, 1991                       /s/ Patrick C. Brooks
                                         -----------------------------
                                         Patrick C. Brooks, president




Date: May 16, 1991                       /s/ Stephanie A. Brooks
                                         ------------------------------
                                         Stephanie A. Brooks, Secretary


     The  undersigned, Stephanie A. Brooks,  being  Secretary of DENTMART GROUP,
INC.,  hereby  certifies that the above stated  representations  are correct and
that the  signatures  of myself and  Patrick C. Brooks are correct and signed in
our official  capacities  as Secretary  and  President of DENMART  GROUP,  INC.,
respectively.

     Signed this 16th day of May, 1991.

                                         /s/ Stephanie A. Brooks
                                         ------------------------------
                                         Stephanie A. Brooks, Secretary

                                   Page 2 of 2
<PAGE>