AMENDMENT 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 7-2- 106r 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 20, 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 of  Incorporation,  which  sentence now
reads,  "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 $.0l 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." to read in full as
follows:

          "4. Effective on the date upon which this Amendment to the Articles of
     Incorporation  is duly  tiled with the  Secretary  of State of the State of
     Colorado (the "Effective  Date"),  each share of the Common Stock, $.01 par
     value,  authorized and outstanding on the Effective Date shall be combined,
     reconstituted, and converted by reverse stock split into one- fifth (1/5th)
     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 for
     existing share certificates shall be surrendered, and fractional shares (if
     any) shall be issued.

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     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 $.01 per share, such Preferred Stock being issuable in one or more
     series as hereinafter provided."


                                     Respectfully submitted:


     Date: May 21, 1991              /s/ Patrick C. Brooks
                                     -------------------------------
                                     Patrick C. Brooks, President

     Date: May 21, 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
     DENTMART GROUP, INC., respectively.

          Signed this 21st day of May, 1991.

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

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