EXHIBIT 3.1
                                   -----------

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                                QUADRACOMM, INC.

     The  undersigned hereby adopts as its chartering document these Amended and
Restated  Articles  of  Incorporation.

                                    ARTICLE I
Name
----

     The name of the corporation is "QuadraComm, Inc."

                                   ARTICLE II

Period  of  Duration
--------------------

     This  Corporation  shall  exist  in  perpetuity, from and after the date of
filing  these  Articles  of  Incorporation  with  the  Secretary of the State of
Colorado  unless  and  until  dissolved  according  to  the laws of the State of
Colorado.

                                   ARTICLE III

Purposes
--------

     The  purposes  for  which the corporation is organized are to engage in any
activity  or  business not in conflict with the laws of the State of Colorado or
of  the  United  States  of  America, and without limiting the generality of the
foregoing,  specifically:

     Section  1.     Omnibus.

     To  have  to exercise all the powers now or hereafter conferred by the laws
of  the State of Colorado upon corporations organized pursuant to the laws under
which  the corporation is organized ("applicable corporate law") and any and all
acts  amendatory  thereof  and  supplemental  thereto.

     Section  2.     Carrying  On  Business  Outside  State.

     To  conduct and carry on its business or any branch thereof in any state or
territory  of the United States or in any foreign country in conformity with the
laws  of  such state, territory, or foreign country, and to have and maintain in
any  state,  territory,  or  foreign  country a business office, plant, store or
other  facility.

     Section  3.     Purposes  To  Be  Construed  As  Powers.

     The  purposes  specified  herein  shall  be  construed both as purposes and
powers  and  shall  be  in  no  way  limited  or  restricted by reference to, or
inference  from, the terms of any other clause in this or any other article, but
the  purposes  and  powers  specified  in  each  of  the clauses herein shall be
regarded  as  independent  purposes  and powers, and the enumeration of specific
purposes  and  powers  shall not be construed to limit or restrict in any manner
the  meaning  of  general terms or of the general powers of the corporation; nor
shall  the  expression of one thing be deemed to exclude another, although it be
of  like  nature  not  expressed.


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                                   ARTICLE IV

Powers
------

     The powers of the Corporation shall be those powers granted by the Colorado
Corporation  Code  under  which  this  Corporation  is formed.  In addition, the
Corporation  shall  have  the  following  specific  powers:

     Section 1.     Officers.      The Corporation shall have the power to elect
                    --------
or appoint officers and agents of the Corporation and to fix their compensation.

     Section 2.     Capacity.  The Corporation shall have the power to act as an
                    --------
agent  for  any individual, association, partnership, corporation or other legal
entity,  and  to  act  as  general  partner  for  any  limited  partnership.

     Section 3.     Acquisitions.  The  Corporation  shall  have  the  power  to
                    ------------
receive,  acquire,  hold,  exercise  rights  arising  out  of  the  ownership or
possession  thereof, sell, or otherwise dispose of, shares or other interest in,
or  obligations  of,  individuals,  associations,  partnerships, corporations or
governments.

     Section 4.     Earned  Surplus.  The  Corporation  shall  have the power to
                    ---------------
receive,  acquire, hold, pledge, transfer, or otherwise dispose of shares of the
Corporation,  but such shares may only be purchased, directly or indirectly, out
of  earned  surplus.

     Section 5.     Gifts.  The  Corporation  shall have the power to make gifts
                    -----
or  contributions  for  the  public  welfare  or  the  charitable, scientific or
educational  purposes.

                                    ARTICLE V

Capital  Structure
------------------

     Section  1.     Authorized  Capital.  The  total number of shares that this
                     -------------------
corporation  is  authorized  to  issue is one hundred ten million (110,000,000),
consisting  of one hundred million (100,000,000) shares of Common Stock having a
par  value  of $0.001 per share and ten million (10,000,000) shares of Preferred
Stock  having  a  par value of $0.001 per share.  The Common Stock is subject to
the  rights  and  preferences  of  the  Preferred  Stock  as  set  forth  below.

     Section  2.     Issuance  of  Preferred  Stock by Class and in Series.  The
                     -----------------------------------------------------
Preferred  Stock  may be issued from time to time in one or more classes and one
or  more  series  within  such  classes  in  any manner permitted by law and the
provisions  of  these Articles of Incorporation, as determined from time to time
by  the Board of Directors and stated in the resolution or resolutions providing
for  its  issuance, prior to the issuance of any shares.  The Board of Directors
shall have the authority to fix and determine and to amend, in whole or in part,
the  preferences,  limitations  and  relative  rights  of the shares (including,
without  limitation,  such  matters  as  dividends,  redemption,  liquidation,
conversion  and  voting) of any class or series that is wholly unissued or to be
established.  Unless  otherwise  specifically  provided  in  the  resolution
establishing  any class or series, the Board of Directors shall further have the
authority, after the issuance of shares of a class or series whose number it has
designated,  to  amend  the  resolution  establishing  such  class  or series to
decrease  the number of shares of that class or series, but not below the number
of  shares  of  such  class  or  series  then  outstanding.

     Section  3.     Share  Status.  All  shares when issued shall be fully paid
                     -------------
and  nonassessable, and the private property of shareholders shall not be liable
for  corporate debts.  Each common shareholder of record shall have one vote for
each  share of stock outstanding in his name on the books of the Corporation and
shall  be  entitled  to vote said stock.  Preferred stock is not entitled to any
voting  rights.

     Section  4.     Consideration  for  Shares.  The  stock  of the Corporation
                     --------------------------
shall  be  issued  for such consideration as shall be fixed from time to time by
the  Board of Directors.  In the absence of fraud, the judgment of the Directors
as  to the value of any property or services received in full or partial payment
for  shares  shall  be  conclusive.  When  shares are issued upon payment of the
consideration  fixed by the Board of Directors, such shares shall be taken to be
fully  paid  stock  and  shall  be  nonassessable.


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     Section  5.     Pre-emptive Rights.     Except as may otherwise be provided
                     ------------------
by  the  Board of Directors, holders of shares of stock of the Corporation shall
have  no  pre-emptive  rights  to  purchase,  subscribe for or otherwise acquire
shares  of  stock  of  the  Corporation, rights, warrants or options to purchase
stocks  or  securities  of  any  kind convertible into stock of the Corporation.

     Section  6.     Dividends.     Dividends in cash, property or shares of the
                     ---------
Corporation  may  be paid as and when declared by the Board of Directors, out of
funds  of  the  Corporation  to  the  extent and in the manner permitted by law.

     Section  7.     Distribution  in  Liquidation.  Upon  any  liquidation,
                     -----------------------------
dissolution  or  winding  up  of the Corporation, and after paying or adequately
providing for the payment of all its obligations, the remainder of the assets of
the Corporation shall be distributed, either in cash or in kind, pro rata to the
holders of the common stock, subject to the preferences, if any, accruing to the
holders  of the preferred stock.  The Board of Directors may, from time to time,
distribute to the shareholders in partial liquidation from stated capital of the
Corporation  in  cash  or property, without the vote of the shareholders, in the
manner  permitted  and  upon  compliance  with  limitations  imposed  by  law.

                                   ARTICLE VI

Voting  by  Shareholders
------------------------

     Section 1.     Voting Rights; Cumulative Voting.  Each outstanding share of
                    --------------------------------
common  stock  is entitled to one vote and each fractional share of common stock
is  entitled  to  a  corresponding fractional vote on each matter submitted to a
vote of shareholders.  Cumulative voting shall not be allowed in the election of
Directors  of  the  Corporation  and  every shareholder entitled to vote at such
election  shall  have the right to vote the number of shares owned by him for as
many persons as there are Directors to be elected, and for whose election he has
a  right  to  vote.

     Section 2.     Majority Vote.  When, with respect to any action to be taken
                    -------------
by  the  shareholders of the Corporation, the Colorado Corporation Code requires
the  vote  or  concurrence of the holders of two-thirds of the outstanding share
entitled  to  vote thereon, or of any class or series, any and every such action
shall  be  taken,  notwithstanding such requirements of the Colorado Corporation
Code, by the vote or concurrence of the holders of a majority of the outstanding
shares  entitled  to  vote  thereon,  or  any  class  or  series.

                                   ARTICLE VII

Registered  Office  and  Registered  Agent
------------------------------------------

     The initial registered office of the Corporation is 3801 E. Florida Avenue,
Suite 605, Denver, CO 80210, and the name of the initial registered agent of the
Corporation  at  such  address  is  James  D.  Reitsema.

                                  ARTICLE VIII

Incorporator
------------

     The  name  and  address  of  the Incorporator is James D. Reitsema, 3801 E.
Florida  Ave.,  Suite  605,  Denver,  Colorado  80210.

                                   ARTICLE IX

Board  of  Directors
--------------------

     Section 1.     The corporate powers shall be exercised by a majority of the
Board  of  Directors.  The  number  of  individuals  to  serve  on  the Board of
Directors  shall  be  set  forth  in  the  Bylaws  of the Corporation; provided,
however,  that  the  initial  Board  of  Directors  shall  consist of one person
below-named  to  manage  the  affairs  of  the Corporation until such time as he
resigns  or  his  successor  is  elected by a majority vote of the Shareholders.


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     Name of Director              Address
     ------------------            -------
     James D. Reitsema             3801 E. Florida Ave.
                                   Suite 605
                                   Denver, Colorado 80210

     Section  2.     If  in  the  interval  between  the  annual  meetings  of
shareholders of the Corporation, the Board of Directors of the Corporation deems
it desirable that the number of Directors be increased, additional Directors may
be elected by a unanimous vote of the Board of Directors of the Corporation then
in  office,  or  as  otherwise  set  forth  in  the  Bylaws  of the Corporation.

     Section  3.     The  number  of  Directors  comprising  the  whole Board of
Directors  may be increased or decreased from time to time within such foregoing
limit  as  set  forth  in  the  Bylaws  of  the  Corporation.

                                    ARTICLE X

Powers  of  the  Board  of  Directors
-------------------------------------

     In  furtherance  and not in limitation of the powers conferred by the State
of  Colorado,  the  Board  of  Directors  is expressly authorized and empowered:

     Section  1.     Bylaws.  To  make,  alter,  amend  and  repeal  the Bylaws,
                     ------
subject  to  the power of the shareholders to alter or repeal the Bylaws made by
the  Board  of  Directors.

     Section  2.     Books and Records.  Subject to the applicable provisions of
                     -----------------
the  Bylaws then in effect, to determine, from time to time, whether and to what
extent, and at what times and places, and under what conditions and regulations,
the  accounts  and  books  of  the  Corporation or any of them, shall be open to
shareholder  inspection.  No  shareholder shall have any right to inspect any of
the  accounts,  books,  or  documents of the Corporation, except as permitted by
law,  unless  and  until  authorized  to  do  so  by  resolution of the Board of
Directors  or  of  the  shareholders  of  the  Corporation.

     Section  3.     Power  to  Borrow.  To  authorize  and  issue,  without
                     -----------------
shareholder  consent,  obligations  of  the  Corporation, secured and unsecured,
under  such  terms  and  conditions  as  the  Board, in its sole discretion, may
determine,  and  to  pledge,  or  mortgage,  as  security  therefor, any real or
personal  property  of  the  Corporation,  including  after-acquired  property.

     Section  4.     Dividends.  To determine whether any and, if so, what part,
                     ---------
of  the  earned  surplus  of  the  Corporation shall be paid in dividends to the
shareholders,  and to direct and determine other use and disposition of any such
earned  surplus.

     Section  5.     Profits.  To  fix,  from  time  to  time, the amount of the
                     -------
profits  of  the  Corporation to be reserved as working capital or for any other
lawful  purposes.

     Section  6.     Employees'  Plans.  From  time to time to provide and carry
                     -----------------
out  and to recall, abolish, revise, amend, alter, or change a plan or plans for
the  participation  by  all  or  any  of  the employees, including Directors and
officers of this Corporation or of any corporation in which or in the welfare of
which  the  Corporation  has  any  interest,  and  those actively engaged in the
conduct of this Corporation's business, in the profits of this Corporation or of
any  branch  or  division  thereof,  as  a part of this Corporation's legitimate
expenses,  and for the furnishing to such employees and persons, or any of them,
at  this Corporation's expense, of medical services, insurance against accident,
sickness,  or  death,  pensions  during  old  age,  disability, or unemployment,
education,  housing, social services, recreation or other similar aids for their
relief  or general welfare, in such manner and upon such terms and conditions as
may  be  determined  by  the  Board  of  Directors.

     Section  7.     Warrants  and  Options.  The  Corporation, by resolution or
                     ----------------------
resolutions  of  its  Board  of Directors, shall have power to create and issue,
whether  or not in connection with the issue and sale of any shares of any other
securities  of  the  Corporation,  warrants,  rights,  or  options entitling the
holders  thereof  to  purchase  from  the Corporation any shares of any class or
classes  or  any  other securities of the Corporation, such warrants, rights, or


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options  to  be  evidenced  by  or in such instrument or instruments as shall be
approved  by  the  Board  of Directors.  The terms upon which, the time or times
(which  may  be  limited or unlimited in duration), and the price or prices (not
less  than  the  minimum  amount  prescribed  by  law, if any) at which any such
warrants,  rights,  or  options  may  be  issued  and  any  such shares or other
securities  may  be purchased from the Corporation upon the exercise of and such
warrant,  right,  or  option  shall  be such as shall be fixed and stated in the
resolution  or  resolutions of the Board of Directors providing for the creation
and  issue  of  such  warrants,  rights,  or options.  The Board of Directors is
hereby authorized to create and issue any such warrants, rights, or options from
time  to  time  for  such  consideration,  and  to  such  persons,  firms,  or
corporations,  as  the  Board  of  Directors  may  determine.

     Section 8.     Compensation.  To provide for the reasonable compensation of
                    ------------
its  own  members,  and  to  fix  the  terms  and  conditions  upon  which  such
compensation  will  be  paid.

     Section  9.     Not in Limitation.  In addition to the powers and authority
                     -----------------
hereinabove,  or  by statute expressly conferred upon it, the Board of Directors
may exercise all such powers and do all such acts and things as may be exercised
or done by the Corporation, subject, nevertheless, to the provisions of the laws
of  the  State of Colorado, of these Articles of Incorporation and of the Bylaws
of  the  Corporation.

                                   ARTICLE XI

Right  of  Directors  to  Contract  with  Corporation
-----------------------------------------------------

     No  contract  or other transaction between this Corporation and one or more
of its Directors or any other corporation, firm, association, or entity in which
one  or  more  of  its  Directors  are  directors or officers or are financially
interested  shall be either void or voidable solely because of such relationship
or  interest  or solely because such Directors are present at the meeting of the
Board  of  Directors  or  a  committee  thereof  which  authorizes, approves, or
ratifies  such contract or transaction or solely because their votes are counted
for  such  purpose  if:

          A.     The fact of such relationship or interest is disclosed or known
to  the  Board of Directors or committee which authorizes, approves, or ratifies
the  contract  or  transaction  by  a vote or consent sufficient for the purpose
without  counting  the  votes  or  consents  of  such  interested  Directors; or

          B.     The fact of such relationship or interest is disclosed or known
to the shareholders entitled to vote and they authorize, approve, or ratify such
contract  or  transaction  by  vote  or  written  consent;  or

          C.     The  contact  or  transaction  is  fair  and  reasonable to the
Corporation.

                                   ARTICLE XII

Corporate  Opportunity
----------------------

     The officers, Directors and other members of management of this Corporation
shall be subject to the doctrine of "corporate opportunities" only insofar as it
applies  to  business  opportunities  in which this Corporation has expressed an
interest  as  determined  from  time  to  time  by  this  Corporation's Board of
Directors  as  evidenced  by resolutions appearing in the Corporation's minutes.
Once  such  areas  of  interest  are delineated, all such business opportunities
within  such  areas  of  interest  which  come to the attention of the officers,
Directors,  and  other  members  of  management  of  this  Corporation  shall be
disclosed  promptly  to this Corporation and made available to it.  The Board of
Directors  may  reject  any  business  opportunity.  Until  such  time  as  this
Corporation, through its Board of Directors, has designated an area of interest,
the  officers,  Directors  and  other  members of management of this Corporation
shall be free to engage in such areas of interest on their own and this doctrine
shall not limit the right of any officer, Director or other member of management
of  this Corporation to continue a business existing prior to the time that such
area  of interest is designated by the Corporation.  This provision shall not be
construed  to  release  any employee of this Corporation (other than an officer,
Director  or  member  of  management)  from any duties which he may have to this
Corporation.


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<PAGE>
                                  ARTICLE XIII

Indemnification  of  Officers,  Directors  and  Others
------------------------------------------------------

     The  Board  of  Directors  of  the  Corporation  shall  have  the power to:

          A.     Indemnify  any person who was or is a party or is threatened to
be  made  a  party  to  any  threatened,  pending  or completed action, suite or
proceeding, whether civil, criminal, administrative or investigative (other than
an  action by or in the right of the Corporation), by reason of the fact that he
is or was a director, officer, employee or agent of the Corporation or is or was
serving  at  the  request of the Corporation as a director, officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against  expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with  such  action, suit or proceeding if he acted in good faith and in a manner
he  reasonably believed to be in the best interests of the Corporation and, with
respect  to  any  criminal  action  or  proceedings,  had no reasonable cause to
believe  his  conduct  was  unlawful.  The  termination  of  any action, suit or
proceeding  by  judgment, order, settlement or conviction or upon a plea of polo
                                                                            ----
contendere  or  its equivalent shall not of itself create a presumption that the
----------
person did not act in good faith and in a manner he reasonably believed to be in
the best interests of the Corporation and with respect to any criminal action or
proceeding,  had  reasonable  cause  to  believe  that his conduct was unlawful.

          B.     Indemnify  any person who was or is a party or is threatened to
be  made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the Corporation
or  is  or was serving at the request of the Corporation as a director, officer,
employee or agent of the Corporation, partnership, joint venture, trust or other
enterprise  against expenses (including attorney's fees) actually and reasonably
incurred  by  him in connection with the defense or settlement of such action or
suit  if  he acted in good faith and in a manner he reasonably believed to be in
the  best  interest  of the Corporation; but no indemnification shall be made in
respect  of any claim, issue or matter as to which such person has been adjudged
to  be liable for negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the court in which such action or
suit  was  brought determines upon application that, despite the adjudication of
liability,  but  in view of all circumstances of the case, such person is fairly
and  reasonably  entitled  to indemnification for such expenses which such court
deems  proper.

          C.     Indemnify  a  Director,  officer,  employee  or  agent  of  the
Corporation  to the extent that such person has been successful on the merits in
defense  of  any action, suit or proceeding referred to in Subparagraph A. or B.
of  this  Article  or in defense of any claim, issue, or matter therein, against
expenses  (including attorney's fees) actually and reasonably incurred by him in
connection  therewith.

          D.     Authorize  indemnification  under Subparagraph A. or B. of this
Article  (unless  otherwise  ordered  by  a  court  in the specific case) upon a
determination  that  indemnification of the Director, officer, employee or agent
is  proper  in  the  circumstances because he has met the applicable standard of
conduct  set  forth  in  said Subparagraph A. or B.  Such determination shall be
made  by  the  Board  of  Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or, if such a
quorum  is  not  obtainable  or  even  if  obtainable  a quorum of disinterested
directors  so  directs, by independent legal counsel in a written opinion, or by
the  shareholders.

          E.     Authorize  payment  of  expenses  (including  attorney's  fees)
incurred  in defending a civil or criminal action, suit or proceeding in advance
of  the  final  disposition  of such action, suit or proceeding as authorized in
Subparagraph  D.  of this Article upon receipt of an undertaking by or on behalf
of  the  Director, officer, employee or agent to repay such amount the Director,
officer,  employee  or  agent  to  repay  such  amount  unless  it is ultimately
determined  that  he  is  entitled  to  be  indemnified  by  the  Corporation as
authorized  in  this  Article.

          F.     Purchase  and maintain insurance on behalf of any person who is
or  was  a  director, officer, employee or agent of the Corporation or who is or
was  serving  at the request of the Corporation as a Director, officer, employee
or  agent  of  another  corporation,  partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such  capacity  or  arising  out  of  his  status  as  such,  whether or not the
Corporation  would  have the power to indemnify him against such liability under
the  provision  of  this  Article.


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     The  indemnification provided by this Article shall not be deemed exclusive
of  any  other  rights  to  which  those indemnified may be entitled under these
Articles  of  Incorporation;  and the Bylaws, agreement, vote of shareholders or
disinterested  directors  or otherwise, and any procedure provided for by any of
the  foregoing,  both  as to action in his official capacity and as to action in
another  capacity  while  holding such office, shall continue as to a person who
has  ceased  to be a Director, officer, employee or agent and shall inure to the
benefit  of  heirs,  executors  and  administrators  of  such  a  person.

                                   ARTICLE XIV

Right  to  Amend
----------------

     The  right  is  expressly  reserved  to amend, alter, change, or repeal any
provision  or  provisions  contained  in  these Articles of Incorporation or any
Article  herein by a majority vote of the members of the Board of Directors, and
a  majority  vote  of  the  shareholders  of  the  Corporation.

                                  CERTIFICATION

     This  Amended and Restated Articles of Incorporation shall become effective
     upon  filing.

     IN  WITNESS WHEREOF, the undersigned, President of the corporation, for the
purpose  of  amending and restating the corporation's Articles of Incorporation,
hereby  makes,  files  and  records  this  Amended  and  Restated  Articles  of
Incorporation  of  QuadraComm, Inc. and certifies that it is the act and deed of
the  corporation  and  that  the  facts  stated  herein  are  true.


    /s/                                            Date:    12/01/00
----------------------------------                      ----------------
    Robert W. Ellis, President
    QuadraComm, Inc.


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