Exhibit 3.1 -   Certificate of Incorporation and Certificates of
                Amendment Thereto of Registrant



<PAGE>     Exhibit 3.1 - Pg. 1

                                   FILED
                            IN THE OFFICE OF THE
                           SECRETARY OF STATE OF THE
                               STATE OF NEVADA

                               OCT 14 1994
                      CHERYL A. LAU SECRETARY OF STATE



                           ARTICLES OF INCORPORATION
                                     OF
                                  IAC, Inc



    KNOW ALL MEN BY THESE PRESENTS:

   That we the undersigned, have this day voluntarily associated ourselves
together for the purpose of forming a corporation under the laws of the State
of Nevada and we do hereby certify:

          I.      The name of this corporation is IAC, Inc.

          II.     The resident agent of said corporation shall be

                  Pacific Stock Transfer Company
                  7631 Bermuda Road
                  Las Vegas, Nevada 89123

                  and other such offices as may be determined by the By-Laws,
                  in and out of the State of Nevada.


          III.    The corporation may engage in any lawful activity authorized
                  by the State of Nevada.


          IV.     The members of the governing board shall be styled Directors
                  and the first Board of Directors shall consist of one (2).
                  The number of Directors of this corporation may, from time to
                  time, be increased or decreased by an amendment to the
                  By-Laws of the corporation, without the necessity of
                  amending these Articles of Incorporation.


          V.      The name and address of the Director and Incorporator signing
                  these Articles of Incorporation is:

                  Michael Wener, D.P.M.
                  909 Hyde Street
                  Suite 210
                  San Francisco, CA 94109



<PAGE>     Exhibit 3.1 - Pg. 2


          VI.     This corporation shall have perpetual existence.

          VII.    The capital stock shall be and remain non-assessable. The
                  corporation shall be authorized to issue two classes of
                  capital stock, namely Class A and Class B. Both classes of
                  stock shall be equal in every respect except that Class B
                  shall non-voting. The corporation is authorized to issue
                  TWENTY MILLION (20,000,000) shares of Class A and FIVE
                  MILLION (5,000,000) shares of Class B. Each class will
                  have a par value of 1 Mil ($.001) per share.

          VIII.   In accordance with Section 78.037 of the Nevada Business
                  Corporation Code, the Directors and Officers of this
                  corporation shall not be personally liable to the corporation
                  or its stockholders for damages for breach of fiduciary duty
                  as a Director or Officer, so long as the Acts did not involve
                  intentional misconduct, fraud, or a knowing violation of law.


    IN WITNESS WHEREOF, I have set my hand this 11 day of October, 1994.

/s/ Michael Wener
----------------------
Michael Wener, D.P.M.



STATE OF                            )
                                    )SS
COUNTY OF                           )

On this ___ day of ___ 1994, before me, a notary public in and for said County
and State, personally appeared Michael Wener, known to me to be the person
whose name is subscribed to in the foregoing instrument, and he duly
acknowledged to me that he executed the same for the purpose therein
mentioned. IN WITNESS WHEREOF, I have set my hand by official seal in said
County and State, the day and year in this Certificate first written above.



______________________
Notary Public




CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT

State of California
------------------

County of Marin
-----------------



<PAGE>     Exhibit 3.1 - Pg. 2





On 10/11/94 before me,                  Maria Lenny Pineda
   --------           ------------------------------------------------------
   Date                Name, Title of Officer - E.G. Jane Doe, Notary Public

personally appeared     Michael Wener
                   ---------------------------------------------------------
                                     NAME(S) OF SIGNER(S)

/ / personally known to me - OR - /X/ proved to me on the basis of satisfactory
                                      evidence to be the person(s) whose
                                      name(s) is subscribed to the within
                                      instrument and acknowledged to me that he
       MARIA LENNY PINEDA             executed the same in his
         COMM. #1025416               authorized capacity(ies), and that by
   NOTARY PUBLIC CALIFORNIA           his signature(s) on the
          MARIN COUNTY                instrument the persons(s), or the entity
My Comm. Expires May 6, 1998          upon behalf of which the person(s) acted,
                                      executed the instrument.

                                      WITNESS my hand and official seal.

                                                Maria Lenny Pineda
                                      ---------------------------------------
                                                SIGNATURE OF NOTARY

=================================== OPTIONAL ================================

Though the data below is not required by law, it may prove valuable to persons
relying on the document and could prevent fraudulent reattachment of this form.

    CAPACITY CLAIMED BY SIGNER              DESCRIPTION OF ATTACHED DOCUMENT
/X/ INDIVIDUAL
/ / CORPORATE OFFICER
                                               Articles of Incorporation
---------------------------------------     ----------------------------------
              TITLE(S)                          TITLE OR TYPE OF DOCUMENT

/ / PARTNERS     / / LIMITED
                 / / GENERAL                                2
/ / ATTORNEY-IN-FACT                        ----------------------------------
/ / TRUSTEE(S)                                       NUMBER OF PAGES
/ / GUARDIAN/CONSERVATOR
/ / OTHER                                               10-11-94
         ------------------------------     ----------------------------------
                                                     DATE OF DOCUMENT
---------------------------------------

SIGNER IS REPRESENTING:                                   NONE

NAME OF PERSON(S) OR ENTITY(IES)            ----------------------------------
                                              SIGNER(S) OTHER THAN NAMED ABOVE
---------------------------------------

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



<PAGE>     Exhibit 3.1 - Pg. 4


                                     AMENDED
                            ARTICLES OF INCORPORATION
                                       OF
                                    IAC, INC.

KNOW ALL MEN BY THESE PRESENTS:

     That we the undersigned, having voluntarily associated ourselves together
for the purpose of forming a corporation under the laws of the State of Nevada,
do hereby amend the Articles of Incorporation of IAC, Inc., filed October 14,
1994, in the following respect, and no others:

     Article VII of the original Articles of Incorporation of IAC, Inc,, filed
October 14, 1994, is deleted in its entirety, and the following substituted in
its stead:

VII. The Stock shall be and remain non-assessable. The total authorized
     capitalization of the corporation shall be and is the sum of 25,000,000
     shares of common stock with a par value of $.001, said stock to carry full
     voting power and the shares to be issued fully paid at such time as the
     Board of Directors may designate. The Company is authorized to issue
     5,000,000 shares of preferred stock. The Board of Directors may authorize
     additional issues of preferred stock or convertible preferred stock as it
     may deem advisable.

     In all other respects, the Articles of Incorporation of IAC, Inc. filed on
October 14, 1994, remain in full force and effect.

     IN WITNESS WHEREOF, I have set my hand this 8th day of November, 1995.

/s/ Michael Wener
---------------------------------
Michael Wener, D.P.M., President

STATE OF CALIFORNIA                    )
                                       )SS
COUNTY OF MARIN                        )

On this     day of November, 1995, before me, a notary public in and for said
County and State, personally appeared Michael Wener, known to me to be the
person whose name is subscribed to in the foregoing instrument, and he duly
acknowledged to me that he executed the same for the purpose therein mentioned.

IN WITNESS WHEREOF, I have set my hand by official seal in said County and
State, the day and year in this Certificate first written above.

_________________________________
Notary Public

CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT

State of California
------------------

County of Marin
-----------------



<PAGE>     Exhibit 3.1 - Pg. 5



On 10/11/95 before me,                  Maria Lenny Pineda
   --------           --------------------------------------------------------
   Date                Name and Title of Officer (E.G. Jane Doe, Notary Public)

personally appeared     Michael Wener
                   -----------------------------------------------------------
                                     NAME(S) OF SIGNER(S)

/ / personally known to me - OR - /X/ proved to me on the basis of satisfactory
                                      evidence to be the person(s) whose
                                      name(s) is subscribed to the within
                                      instrument and acknowledged to me that he
       MARIA LENNY PINEDA             executed the same in his
         COMM. #1025416               authorized capacity(ies), and that by
   NOTARY PUBLIC CALIFORNIA           his signature(s) on the
          MARIN COUNTY                instrument the persons(s), or the entity
MY Comm. Expires May 6, 1998          upon behalf of which the person(s) acted,
                                      executed the instrument.

                                      WITNESS my hand and official seal.

                                                Maria Lenny Pineda
                                      ----------------------------------------
                                            SIGNATURE OF NOTARY PUBLIC

=================================== OPTIONAL ================================

Though the information below is not required by law, it may prove valuable to
persons relying on the document and could prevent fraudulent removal and
reattachment of this form to another document.

Description of Attached Document

Title or Type of Document:  Amended Articles of Incorportion
                          ----------------------------------------------------

Document Date:   Nov. 08 - 1995                        Number of Pages    /
              -----------------------------------------               --------

Signer(s) Other Than Named Above:
                                 ---------------------------------------------

Capacity(ies) Claimed by Signer(s)



<PAGE>     Exhibit 3.1 - Pg. 6


Signer's Name:  Michael Wener             Signer's Name:

-------------------------                 -------------------------
/X/ Individual                            / / Individual

/ / Corporate Officer                     / / Corporate Officer

Title(s):                                 Title(s):
--------------------------                --------------------------
/ / Partner -- / / Limited / / General    / / Partner-- / / Limited / / General
/ / Attorney-in-Fact                      / / Attorney-in-Fact
/ / Trustee                               / / Trustee

/ / Guardian or Conservator  RIGHT THUMBPRINT   / / Guardian or Conservator
                             RIGHT THUMBPRINT

/ / Other:                     OF SIGNER        / / Other:

            OF SIGNER
-----------------------------   Top of thumb here ---------------------------

                                Top of thumb here


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


Signer is Representing:                           Signer is Representing:


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


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



<PAGE>     Exhibit 3.1 - Pg. 7


              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

                                       of

                                    IAC, INC.


         We the undersigned President and Secretary of IAC, Inc. do hereby
certify:

         That the Board of Directors of said corporation at a meeting duly
convened, held on the 20th day of October, 1994, adopted a resolution to amend
the original articles as follows:

         Article VII is hereby amended to read as follows:

              The capital stock shall be and remain non-assessable. The total
              authorized capitalization of the corporation shall be and is
              the sum of 25,000,000 shares of common stock with a par value
              of $.001, said stock to carry full voting power and the shares
              to be issued fully paid at such time as the Board of Directors
              may designate. The Company is authorized to issue 5,000,000
              shares of preferred stock. The Board of Directors may authorize
              additional issues of preferred stock or convertible preferred
              stock as it may deem advisable.

         The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 3,556,250; that the
said changes and amendment 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.



/s/ Michael Wener
_________________________
President



/s/
_________________________
Secretary





CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT

State of California
------------------

County of Marin
-----------------



<PAGE>     Exhibit 3.1 - Pg. 8


On 10/02/95 before me,                  Maria Lenny Pineda
   --------           ---------------------------------------------------------
    Date               Name and Title of Officer (e.g., Jane Doe, Notary Public)

personally appeared     Michael Wener and Kathryn Turnham
                   ------------------------------------------------------------
                                     Name(s) of Signer(s)

[ ] personally known to me - OR -[X] proved to me on the basis of satisfactory
                                     evidence to be the person(s) whose
                                     name(s) are subscribed to the within
                                     instrument and acknowledged to me that
                                     they executed
       MARIA LENNY PINEDA            the same in their authorized
         COMM. #1025416              capacity(ies), and that their signature(s)
   NOTARY PUBLIC CALIFORNIA          on the instrument the person(s), or the
                                     entity upon behalf of which the person(s)
          MARIN COUNTY               acted, executed the instrument.
My Comm. Expires May 6, 1998

                                      WITNESS my hand and official seal.

                                                Maria Lenny Pineda
                                      ----------------------------------------
                                            Signature of Notary Public

=================================== OPTIONAL ================================

Though the information below is not required by law, it may prove valueable to
persons relying on the document and could prevent fraudulent reattachment of
this form to another document.

Description of Attached Document

Title or Type of Document:Certificate of Amendment of Articles of Incorporation
                          -----------------------------------------------------

Document Date:                                         Number of Pages     1
              -----------------------------------------               --------

Signer(s) Other Than Named Above:            None
                                 ---------------------------------------------

Capacity(ies) Claimed by Signer(s)





Signer's Name:  Michael Wener            Signer's Name:  Kathryn Turnham
          -------------------------      -------------------------------

[x] Individual                           [x] Individual
[ ] Corporate Officer                    [ ] Corporate Officer
    Title(s):_______________________         Title(s):____________________
[ ] Partner -- / / Limited / / General   [ ] Partner -- [ ] Limited [ ] General
[ ] Attorney-in-Fact                     [ ] Attorney-in-Fact
[ ] Trustee                              [ ] Trustee

[ ] Guardian or Conservator  RIGHT THUMBPRINT  [ ] Guardian or Conservator
                             RIGHT THUMBPRINT
[ ] Other:_________________      OF SIGNER     [ ] Other:___________________

             OF SIGNER
                             Top of thumb here
                             Top of thumb here

  ___________________________                 ____________________________


Signer is Representing:                       Signer is Representing:


_____________________________                 ___________________________
_____________________________                 ___________________________




<PAGE>     Exhibit 3.1 - Pg. 9


                         CERTIFICATE OF AMENDMENT OF

                         ARTICLES OF INCORPORATION

                               OF IAC, INC.

         We, the undersigned President and Assistant Secretary of IAC. Inc.,
do hereby certify:

         That the Board of Directors of said corporation at a meeting duly
convened, held on the 28th day of October, 1998, adopted a resolution to amend
the original articles as follows:

         Article I of the original Articles of Incorporation of IAC, Inc.,
filed October 14, 1994, is deleted in its entirety, and the following
substituted in its stead:

         Article I.

         The name of the Corporation shall be Eagle Capital International, Ltd.

         The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 1,997,918: that the
said changes and amendment 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.


/s/ Douglas Alan Dent                                      /s/ Olga Medina
--------------------------------                           -------------------
Douglas Alan Dent                                          Olga Medina
President                                                  Assistant Secretary




STATE OF UTAH          )
                       ) ss.
COUNTY OF SALT LAKE    )

         On the 3rd day of November, 1998, before me, the undersigned notary
public, personally appeared Douglas Dent and Olga Medina, personally known to
me to be the persons whose names are subscribed to this instrument, and
acknowledged that they executed the same.



<PAGE>



==============================================================================
                                 NOTARY PUBLIC
                                GAY LYNN REEVES
                           6911 SOUTH 1300 EAST #396
                               MIDVALE, UT 84047
                       My Commission Expires NOV. 8, 1996
                                 State of Utah
==============================================================================


/s/ Gay Lynn Reeves
-----------------------------------
Notary Public for the State of Utah



<PAGE>     Exhibit 3.1 - Pg. 11


                            CERTIFICATE OF AMENDMENT

                                     OF THE

                           ARTICLES OF INCORPORATION

                                       OF

                       EAGLE CAPITAL INTERNATIONAL, LTD.

         We, the undersigned President and Secretary of Eagle Capital
International, Ltd., a Nevada corporation, do hereby certify that:

         1. The Board of Directors of said corporation, by unanimous written
consent dated effective as of January 5, 1999, adopted resolutions to amend
Article VII of the corporation's Articles of Incorporation as currently in
effect, so that Article VII, as amended, would read in its entirety as set
forth below.

         2. The numbers of shares of the corporation's stock of each class
outstanding and entitled to vote on the amendments to the Articles of
Incorporation set forth below are: 7,991,672 shares of Common Stock (before
giving effect to the reverse split referenced below) and 300,000 shares of
Preferred Stock. Such amendments have been consented to and approved by the
holders of at least a majority of the outstanding shares of each class of stock
outstanding.

         3. Article VII of the Articles of Incorporation of this corporation is
hereby amended to read in its entirety as follows:

          VII. The corporation is authorized to issue two classes of shares to
               be designated, respectively, "Common Stock" and "Preferred
               Stock." The total number of shares the corporation is authorized
               to issue is Ninety Million (90,000,000) shares. The number of
               shares of Common Stock authorized is Seventy Million
               (70,000,000) shares, with a par value of $0.001 per share.
               The number of shares of Preferred Stock authorized is Twenty
               Million (20,000,000) shares, with a par value of $0.001 per
               share.

               The preferences, limitations and relative rights of each class
               of shares are as follows:

               A. Terms of Common Stock.
                  ----------------------

                  1. Voting Rights. Except as otherwise expressly provided by
               law or in this Article VII, each outstanding share of Common
               Stock shall be entitled to one (1) vote on each matter to be
               voted on by the shareholders of the corporation. Except as
               otherwise expressly provided by law or in this Article VII, the
               Common Stock shall vote together with all other classes and
               series of shares of the corporation as a single voting group on
               all actions to be taken by the shareholders of the corporation.



<PAGE>     Exhibit 3.1 - Pg. 12


                  2. Liquidation Rights. Subject to any prior or superior
               rights of liquidation as have been granted to the Series A
               Preferred Stock (as defined herein) or as may be conferred
               upon any other shares or series of Preferred Stock, and after
               payment or provision for payment of the debts and other
               liabilities of the corporation, upon any voluntary or
               involuntary liquidation, dissolution or winding up of the
               affairs of the corporation, the holders of Common Stock then
               outstanding, together with the holders of Series A Preferred
               Stock and Series B Preferred Stock then outstanding, shall be
               entitled to receive all of the assets and funds of the
               corporation remaining and available for distribution. Such
               assets and funds as are to be distributed to the holders of
               Common Stock, Series A Preferred Stock and Series
               B Preferred Stock shall be divided among and paid to the holders
               thereof on a pro-rata basis, assuming the conversion into Common
               Stock of all outstanding shares of Series A Preferred Stock and
               Series B Preferred Stock.

                  3. Dividends. Dividends may be paid on the outstanding shares
               of Common Stock when and if declared by the Board of Directors,
               out of funds legally available therefore, provided, however,
               that no dividends shall be declared or paid with respect to the
               Common Stock until the preferential dividends specified for the
               Series A Preferred Stock or any other shares or series of
               Preferred Stock have been paid or set apart. The right to
               dividends on shares of Common Stock shall not be cumulative,
               and no right shall accrue to the holders of Common Stock by
               reason of the fact that dividends are not declared with respect
               to any period.

                  4. Residual Rights. All rights accruing to the outstanding
               shares of the corporation not expressly provided for to the
               contrary herein or in the corporation's Bylaws or in any
               amendment hereto or thereto shall be vested in the Common Stock.

                  5. Reverse Stock Split. Upon the effective date of the filing
               of this Certificate of Amendment, each group of four outstanding
               shares of Common Stock of the corporation (having a par value of
               $0.001 per share) shall be automatically combined, converted
               into and reconstituted as one share of Common Stock, having a
               par value of $0.001 per share. The corporation shall deliver,
               to each holder of shares of the corporation's Common Stock (as
               constituted immediately prior to the effectiveness of the
               reverse stock split referenced above) a certificate or
               certificates representing the number of whole shares held by
               such holder after giving effect to the reverse stock split,
               upon and against surrender to the corporation of the
               certificates representing the pre-split shares held by such
               holder, with any fractional share that would be otherwise
               held by any shareholder (after aggregating all shares held by
               such holder) being rounded up to a full share.


                                    2

<PAGE>     Exhibit 3.1 - Pg. 13


               B. Authority of Board of Directors to Establish Terms of
                  Preferred Stock
                  -----------------------------------------------------

               The Board of Directors, without shareholder action (except for
               any vote of the holders of Series A Preferred required by the
               Nevada Revised Statutes), may take action in accordance with and
               subject to requirements and provisions of Sections 78.1955 and
               78.196, and other relevant provisions, of the Nevada Revised
               Statutes, these Articles of Incorporation, and any applicable
               Certificate of Designation, to do any of the following:

                  1. create one or more series of Preferred Stock, prescribe a
               distinguishing designation for each series of Preferred Stock so
               established, fix the number of shares of each such series
               (within the total number of authorized shares of Preferred
               Stock available for designation as a part of such series), and
               designate and determine the voting powers, preferences,
               limitations, restrictions and relative rights of each such
               series of Preferred Stock;

                  2. if no shares of a series of Preferred Stock established by
               resolution of the Board of Directors have been issued, then the
               designation of such series of Preferred Stock, the number of
               shares constituting such series and the voting powers,
               preferences, limitations, restrictions and relative rights of
               such series of Preferred Stock may be amended by the Board; and

                  3. after shares of a series of Preferred Stock established by
               resolution of the Board of Directors have been issued, then the
               Board may amend the designation of such series, the number of
               shares constituting such series, or the voting powers,
               preferences, limitations, restrictions and relative rights of
               such series of Preferred Stock only if such amendment is
               approved as provided in Section 78.195 of Nevada Revised
               Statutes.

               C. Terms of Series A Convertible Preferred Stock.
                  ---------------------------------------------

                  1. Designation and Number of Shares. Ten Million (10,000,000)
               of the authorized shares of Preferred Stock are designated as
               "Series A Preferred Stock."

                  2. Voting. Except as may be otherwise provided in these terms
               of the Series A Preferred Stock or by law, the Series A
               Preferred Stock shall vote together with all other classes and
               series of shares of the corporation as a single voting group on
               all actions to be taken by the shareholders of the corporation.
               Each share of Series A Preferred Stock shall entitle the holder
               thereof to such number of votes per share on each such action
               as shall equal the number of shares of Common Stock into which
               such share of Series A Preferred Stock is then convertible.


<PAGE>     Exhibit 3.1 - Pg. 14


                  3. Dividends. The holders of Series A Preferred Stock shall
               be entitled to receive, out of funds legally available therefor,
               when and as declared by the Board of Directors, prior and in
               preference to any declaration or payment of any dividend on the
               Common Stock of the corporation or any other series of Preferred
               Stock of the corporation, cumulative dividends in an aggregate
               annual amount equal to twenty percent (20%) of the corporation's
               after-tax earnings, if any, for each fiscal year (commencing
               with the year ending December 31, 1999), as determined by the
               corporation's independent accountants, in accordance with
               generally accepted accounting principles applied on a basis
               consistent with prior periods (with such amount allocated among
               all holders of Series A Preferred Stock on a pro rata basis in
               accordance with the number of shares of Series A Preferred Stock
               held). Dividends in the amount indicated shall accrue whether or
               not paid by the corporation. No dividends shall be declared or
               paid with respect to the Company's Common Stock until all
               dividends which have accrued to the holders of Series A
               Preferred Stock have been declared and paid.

                  4. Liquidation. Upon any liquidation, dissolution or winding
               up of the corporation, whether voluntary or involuntary, the
               holders of shares of Series A Preferred Stock shall be entitled
               to a preferential liquidation payment, before any distribution
               or payment is made to the holders of Common Stock or Series B
               Preferred Stock, in an amount equal to any dividends accrued but
               unpaid with respect to the Series A Preferred Stock (whether or
               not declared), computed to the date payment thereof is made
               available. If upon such liquidation, dissolution or winding up
               of the corporation, whether voluntary or involuntary, the
               assets to be distributed among the holders of Series A
               Preferred Stock shall be insufficient to permit payment to
               the holders of Series A Preferred Stock of the amount
               distributable as aforesaid, then the entire assets of
               the corporation legally available for distribution
               shall be distributed ratably (on a per share basis)
               among the holders of Series A Preferred Stock.

               Upon any such liquidation, dissolution or winding up of the
               corporation, after the holders of Series A Preferred Stock shall
               have been paid in full the preferential amounts to which they
               shall be entitled as referenced above, the remaining net assets
               of the corporation shall be distributed ratably (on a per share
               common equivalent basis; i.e., assuming the conversion into
               Common Stock of all shares of Series A Preferred Stock and
               Series B Preferred Stock) among the holders of Common Stock,
               Series A Preferred Stock and Series B Preferred Stock.


                                    4

<PAGE>     Exhibit 3.1 - Pg. 15


                  5. Conversion. The holders of shares of Series A Preferred
               Stock shall have the following conversion rights:

                     a. Right to Convert. Subject to the terms and conditions
               of this paragraph 5, the holder of any share or shares of
               Series A Preferred Stock shall have the right, at its option
               at any time, to convert any such shares of Series A
               Preferred Stock into two and one-half shares of the
               Company's fully paid and nonassessable Common Stock (after
               giving effect to the reverse stock split referenced in
               paragraph A(5) above), or such other number of
               shares of Common Stock as is determined pursuant to the terms of
               this Article VII (the "Series A Preferred Stock Conversion
               Rate").

               The Series A Preferred Stock Conversion Rate will be subject to
               adjustment from time to time in the event of stock splits, stock
               dividends, combinations, recapitalizations and the like, as set
               forth below. The rights of conversion shall be exercised by the
               holder thereof by giving written notice that the holder elects
               to convert a stated number of shares of Series A Preferred Stock
               into Common Stock and by surrender of a certificate or
               certificates for the shares so to be converted to the
               corporation at its principal office (or such other office
               or agency of the corporation as the corporation may
               designate by notice in writing to the holders
               of the Series A Preferred Stock) at any time
               during its usual business hours on the date set forth in such
               notice, together with a statement of the name or names (with
               address) in which the certificate or certificates for shares of
               Common Stock shall be issued.

                     b. Issuance of Certificates; Time Conversion Effected.
               Promptly after the receipt of the written notice referred to in
               subparagraph 5(a) and surrender of the certificate or
               certificates for the share or shares of Series A Preferred Stock
               to be converted, the corporation shall issue and deliver, or
               cause to be issued and delivered, to the holder, registered in
               such name or names as such holder may direct, a certificate or
               certificates for the number of whole shares of Common Stock
               issuable upon the conversion of such share or shares of Series A
               Preferred Stock. To the extent permitted by law, such conversion
               shall be deemed to have been effected as of the close of
               business on the date on which such written notice shall
               have been received by the corporation and the certificate or
               certificates for such share or shares shall have been
               surrendered as aforesaid, and at such time the rights
               of the holder of such share or shares of Series A Preferred
               Stock as set forth herein shall cease, and the
               person or persons in whose name or names any certificate or
               certificates for shares of Common Stock shall be issuable upon
               such conversion shall be deemed to have become the holder or
               holders of record of the shares represented thereby.


                                    5

<PAGE>     Exhibit 3.1 - Pg. 16


                     c. Automatic Conversion. All outstanding shares of Series
               A Preferred Stock shall be immediately and automatically
               converted into shares of Common Stock at the then effective
               Conversion Rate when shares of Series A Preferred Stock
               representing at least eighty percent (80%) of the total
               number of shares of Series A Preferred Stock issued by the
               corporation have been surrendered for conversion.

               D. Terms of Series B Convertible Preferred Stock.
                  ----------------------------------------------

                  1. Designation and Number of Shares. One Million (1,000,000)
               of the authorized shares of Preferred Stock are designated as
               "Series B Preferred Stock."

                  2. Voting. Except as may be otherwise provided in these terms
               of the Series B Preferred Stock or by law, the Series B
               Preferred Stock shall vote together with all other classes
               and series of shares of the corporation as a single voting
               group on all actions to be taken by the shareholders of
               the corporation. Each share of Series B Preferred Stock
               shall entitle the holder thereof to such number of votes
               per share on each such action as shall equal the
               number of shares of Common Stock into which such share of Series
               B Preferred Stock is then convertible.


                  3. Dividends. Dividends may be paid on the outstanding shares
               of Series B Preferred Stock when and if declared by the Board of
               Directors, out of funds legally available therefore, provided,
               however, that no dividends shall be declared or paid with
               respect to the Series B Preferred Stock until the preferential
               dividends specified for the Series A Preferred Stock or any
               other shares or series of Preferred Stock having preferential
               dividend rights have been paid or set apart. The right to
               dividends on shares of Series B Preferred Stock shall not
               be cumulative, and no right shall accrue to the holders
               of Series B Preferred Stock by reason of the fact that
               dividends are not declared with respect to any period.

                  4. Liquidation. Upon any liquidation, dissolution or winding
               up of the corporation, whether voluntary or involuntary, and
               after the payment to the holders of Series A Preferred Stock of
               the full preferential amount to which they are entitled as set
               forth above, the holders of shares of Common Stock, Series A
               Preferred Stock and Series B Preferred Stock shall be entitled
               to receive all remaining assets of the corporation on a pro-rata
               basis, with each share of Series A Preferred Stock and Series B
               Preferred Stock being treated as if converted into shares of
               Common Stock, at the Conversion Rates provided for herein.


                                    6

<PAGE>     Exhibit 3.1 - Pg. 16


                  5. Conversion.

                     a. Right to Convert. Subject to the terms and conditions
               of this Article VII, each holder of any share or shares of
               Series B Preferred Stock shall have the right, at its
               option at any time, to convert any such shares of Series B
               Preferred Stock into ten shares of the Company's fully
               paid and nonassessable Common Stock, or such other
               number of shares of Common Stock as is determined
               pursuant to the terms of this Article VII (the "Series B
               Preferred Stock Conversion Rate"). The Series B Preferred Stock
               Conversion Rate will be subject to adjustment from time to time
               in the event of stock splits, stock dividends, combinations,
               recapitalizations and the like, as set forth below. The rights
               of conversion shall be exercised by the holder thereof by giving
               written notice that the holder elects to convert a stated number
               of shares of Series B Preferred Stock into Common Stock and by
               surrender of a certificate or certificates for the shares so to
               be converted to the corporation at its principal office (or such
               other office or agency of the corporation as the corporation may
               designate by notice in writing to the holders of the Series B
               Preferred Stock) at any time during its usual business hours on
               the date set forth in such notice, together with a statement of
               the name or names (with address) in which the certificate or
               certificates for shares of Common Stock shall be issued.

                     b. Issuance of Certificates; Time Conversion Effected.
               Promptly after the receipt of a written notice referred to in
               subparagraph 5(a) above, and surrender of the certificate or
               certificates for the share or shares of Series B Preferred Stock
               to be converted, the corporation shall issue and deliver, or
               cause to be issued and delivered, to the holder, a certificate
               or certificates representing the number of whole shares of
               Common Stock issuable upon the conversion of such share or
               shares of Series B Preferred Stock. To the extent permitted
               by law, such conversion shall be deemed to have been
               effected as of the close of business on the date on which
               such written notice shall have been received by the
               corporation and the certificate or certificates for
               such share or shares shall have been surrendered
               as aforesaid, and at such time the rights of the holder of such
               shares of Series B Preferred Stock as set forth herein shall
               cease, and the person or persons in whose name or names any
               certificate or certificates for shares of Common Stock shall be
               issuable upon such conversion shall be deemed to have become the
               holder or holders of record of the shares represented thereby.

                     c. Automatic Conversion. All outstanding shares of Series
               B Preferred Stock shall be immediately and automatically
               converted into shares of Common Stock at the then effective
               Conversion Rate when shares of Series B Preferred Stock
               representing at least ninety percent (90%) of the total
               number of shares of Series B Preferred Stock issued by
               the corporation have been surrendered for conversion.



                                    7

<PAGE>     Exhibit 3.1 - Pg. 17


               E. Terms Common to Each Series of Preferred Stock
                  ----------------------------------------------

                  1. Restrictions on Distributions; Deemed Dissolutions.
               Distributions will be made to shareholders in accordance with
               the provisions of this paragraph only after the corporation has
               discharged any prior obligations arising under Nevada law. The
               consolidation or merger of the corporation into or with any
               other entity or entities which results in the exchange of
               outstanding shares of the corporation for securities or
               other consideration issued or paid or caused to be issued
               or paid by any such entity or affiliate thereof, and the
               sale or transfer by the corporation of all or substantially
               all of its assets, shall be deemed to be a liquidation,
               dissolution or winding up of the corporation
               within the meaning of the provisions of this Article VII, unless
               immediately after giving effect to such transaction the
               shareholders of this corporation immediately prior to such
               transaction own a majority of the outstanding shares of the
               surviving or requiring entity.

                 2. Fractional Shares; Partial Conversion. No fractional shares
               shall be issued upon conversion of any series of Preferred Stock
               into Common Stock. All shares of Common Stock (including
               fractions thereof) issuable upon conversion of more than one
               share of any series of Preferred Stock by the holder thereof
               shall be aggregated for the purposes of determining whether the
               conversion would result in the issuance of any fractional share.
               At the time of each conversion, the corporation shall pay in
               cash an amount equal to all dividends accrued and unpaid
               (whether or not declared) on the shares of each series of
               Preferred Stock surrendered for conversion to the date
               upon which such conversion is deemed to take place as
               provided above. In case the number of shares of any series
               of Preferred Stock represented by a certificate or
               certificates surrendered pursuant to this Article
               VII exceeds the number of shares converted, the corporation
               shall, upon such conversion, execute and deliver to the holder,
               at the expense of the corporation, a new certificate or
               certificates for the number of shares of such series of
               Preferred Stock represented by the certificate or
               certificates surrendered which are not to be converted.
               If any fractional share of Common Stock would, except
               for the provisions of the first sentence of
               this paragraph 2, be delivered upon such conversion, the
               corporation, in lieu of delivering such fractional share, shall
               pay to the holder surrendering the share of Preferred Stock for
               conversion an amount in cash equal to the current market price
               of such fractional share as determined in good faith by the
               Board of Directors of the corporation.

                  3. Adjustment to Conversion Rate on Subdivision or
               Combination of Common Stock. In case the corporation shall at
               any time subdivide (by any stock split, stock dividend or
               otherwise) its outstanding shares of Common Stock into a
               greater number of shares, without making a corresponding
               subdivision of the outstanding shares of any series of
               Preferred Stock, then the applicable Conversion Rate
               in effect immediately prior to such subdivision shall be
               proportionately increased. Conversely, in
               case the outstanding shares of Common Stock shall be combined
               into a smaller number of shares without a corresponding
               adjustment to the number of outstanding shares of any series
               Preferred Stock, then the applicable Conversion Rate in effect
               immediately prior to such combination shall be proportionately
               reduced.


                                    8

<PAGE>     Exhibit 3.1 - Pg. 18


                  4. Adjustment on Reorganization or Reclassification. If any
               capital reorganization or reclassification of the capital stock
               of the corporation shall be effected in such a way that holders
               of Common Stock shall be entitled to receive stock, securities
               or assets with respect to or in exchange for Common Stock,
               then, as a condition of such reorganization or
               reclassification, lawful and adequate provisions shall
               be made whereby each holder of a share or shares of each
               series of Preferred Stock shall thereupon have the right to
               receive, upon the basis and upon the terms and conditions
               specified herein and in lieu of the shares of Common
               Stock immediately theretofore receivable upon the conversion of
               such share or shares of such shares of Preferred Stock, such
               shares of stock, securities or assets as may be issued or
               payable with respect to or in exchange for a number of
               outstanding shares of such Common Stock equal to the
               number of shares of such Common Stock immediately
               theretofore receivable upon such conversion had such
               reorganization or reclassification not taken place, and in
               any such case appropriate provisions shall be made with respect
               to the rights and interests of such holder to the end that the
               provisions hereof shall thereafter be applicable, as nearly as
               may be, in relation to any shares of stock, securities or assets
               thereafter deliverable upon the exercise of such conversion
               rights.

                 5. Notice of Adjustment. Upon any adjustment of the Conversion
               Rate, then and in each such case the corporation shall give
               written notice thereof, by first class mail, postage prepaid,
               addressed to each holder of shares of such series of Preferred
               Stock at the address of such holder as shown on the books of the
               corporation, which notice shall state the applicable Conversion
               Rate resulting from such adjustment, setting forth in reasonable
               detail the manner in which such calculation is made.

                  6. Shares to be Reserved. The corporation will at all times
               reserve and keep available out of its authorized Common Stock,
               solely for the purpose of issuance upon the conversion of each
               series of Preferred Stock as herein provided, such number of
               shares of Common Stock as shall then be issuable upon the
               conversion of all outstanding shares of each such series of
               Preferred Stock. The corporation covenants that all shares of
               Common Stock which shall be so issued shall be duly and validly
               issued and fully paid and nonassessable and free from all taxes,
               liens and charges with respect to the issue thereof. The
               corporation will take all such action as may be necessary to
               assure that all such shares of Common Stock may be so issued
               without violation of any applicable law or regulation, or of any
               requirement of any securities exchange upon which the Common
               Stock may be listed. The corporation will not take any action
               which results in any adjustment of the Conversion Rate if the
               total number of shares of Common Stock issued and issuable after
               such action upon conversion of any series of Preferred Stock
               would exceed the total number of shares of Common Stock then
               authorized by the Articles of Incorporation.

                     h. No Reissuance of Preferred Stock. Shares of any series
               of Preferred Stock which are converted into shares of Common
               Stock as provided herein shall not be reissued."


                                    9

<PAGE>     Exhibit 3.1 - Pg. 19




               IN WITNESS WHEREOF, this Certificate of Amendment of Articles of
Incorporation is hereby executed, effective as of the 5th day of January, 1999.


                                             ________________________________
                                             Douglas Alan Dent, President

                                             ________________________________
                                             Olga Medina, Assistant Secretary

STATE OF UTAH          )
                       ) ss.
COUNTY OF SALT LAKE    )


               On the ____ day of January, 1999, before me, the undersigned
notary public personally appeared Douglas Alan Dent and Olga Medina, personally
known to me to be the persons whose names are subscribed to this instrument,
and
who acknowledged that they executed the same.



                                          ___________________________________
                                          Notary Public for the State of Utah




                                    10

<PAGE>     Exhibit 3.1 - Pg. 20


              CERTIFICATE PURSUANT TO ARTICLE 78.209

                                OF

                EAGLE CAPITAL INTERNATIONAL, LTD.


     EAGLE CAPITAL INTERNATIONAL, LTD. (the "Corporation"),  organized
and existing under and by virtue of the General Corporation Law of the
State of Nevada does certify:

     FIRST: that Article VII of the Corporation's Articles of
Incorporation currently states as follows:

     "The corporation is authorized to issue two classes of
     shares to be designated, respectively, "Common Stock" and
     "Preferred Stock".  The total number of shares the corporation
     is authorized to issue is Ninety Million (90,000,000) shares.
     The number of shares of Common Stock authorized is Seventy
     Million (70,000,000) shares, with a par value of $0.001 per
     share.  The number of shares of Preferred Stock authorized is
     Twenty Million (20,000,000) shares, with a par value of $0.001
     per share."

     SECOND: that pursuant to the unanimous written consent of the Board
of Directors of said corporation, the Board adopted a resolution dated
January 12, 2001, and declared a one-for-six reverse stock split
effective February 5, 2001, and further authorized that the Certificate
of Incorporation of Eagle Capital International, Ltd. be amended by
deleting the first paragraph of Article VII to the Articles of
Incorporation of the Company and  inserting the following in its place
and stead:

          "The aggregate number of shares of all classes of
          capital stock that this Company shall have
          authority to issue is Eleven Million Six Hundred
          Sixty-Six Thousand Six Hundred Sixty- Six
          (11,666,666) shares, consisting of 11,666,666
          shares of Common Stock, par value $.01 (the "Common
          Stock")"

                                -1-


<PAGE>     Exhibit 3.1 - Pg. 21



     THIRD: that fractional shares created by the reverse stock split
will not be redeemed for cash, and in lieu of redemption for cash,
holders of such fractional shares shall receive shares based on rounding
up to the nearest whole share.

     FOURTH: that the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 78.207 and 78.209 of the Nevada
Revised Statutes, Chapter 78.

     IT WITNESS WHEREOF, Eagle Capital International, Ltd. has caused
this Certificate to be signed by Ralph Thomson, its Secretary, this 12th
day of January, 2001.
                              EAGLE CAPITAL INTERNATIONAL, LTD.


                              By:________________________________
                                 Ralph Thomson, Secretary


STATE OF                       )
                               )SS
COUNTY OF                      )

     I HEREBY CERTIFY that on this day, before me, personally appeared
Ralph Thompson, who is personally known to me or who has produced
                            as identification and did (did not) take an
oath.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal
this 12th day of January, 2001.


                                     -----------------------------------
                                     Notary Public

My Commission Expires:




                                -2-



<PAGE>     Exhibit 3.1 - Pg. 22