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                                                                     EXHIBIT 3.6

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            CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
                                                                    Filed by:
                          (After issuance of Stock)         


                        FIRST EQUITY PROPERTIES, INC.
--------------------------------------------------------------------------------
                             Name of Corporation


        We the undersigned       Karl L. Blaha         and
                           ---------------------------
                           President or Vice President     

F. Terry Shumate                 of  FIRST EQUITY PROPERTIES, INC.
--------------------------------     ----------------------------------
Secretary or Assistant Secretary     Name of Corporation 

do hereby certify:

        That the Board of Directors of said corporation at a meeting duly
convened, held on the 1st day of January 1997, adopted a resolution to amend
the original articles as follows:

        Article FOURTH hereby amended to read as follows:

        - See Exhibit "A" attached and incorporated herein






        The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 10,570,944 that the
said change(s) 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/ KARL L. BLAHA
                                        -------------------------------
                                        Karl L. Blaha, President


                                        /s/ F. TERRY SHUMATE
                                        -------------------------------
                                        F. Terry Shumate, Secretary

State of Texas      )
                    )ss.
County of Dallas    )


        On November 17, 1997 personally appeared before me, a Notary Public,
Karl L. Blaha and F. Terry Shumate who acknowledged and executed the above 
instrument.

                                        /s/ KRISTI HEDGCOXE
    [NOTARY SEAL]                       ------------------------------
                                        Notary Public, State of Texas



* Only the President or Vice President's signature need to be acknowledged.

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                         FIRST EQUITY PROPERTIES, INC.
                          UNANIMOUS WRITTEN CONSENT OF
                             THE BOARD OF DIRECTORS


         Pursuant to the authority contained in Section 78.315 of the Nevada
General Corporation Law, the undersigned, being all of the members of the Board
of Directors of FIRST EQUITY PROPERTIES, INC., a Nevada corporation, do hereby
adopt the following recitals and resolutions with the same force and effect as
though adopted at a Special Meeting of said Board of Directors duly called and
held:
                  
                  WHEREAS, the Articles of Incorporation of this Corporation
         provide for a class of Preferred Stock to consist of 5,000,000 shares,
         par value $0.01 per share of the Corporation which, subject to the
         provisions of applicable law, authorize the Board of Directors of the
         Corporation to provide for the issuance for time to time in one or more
         series of any number of shares of such Preferred Stock and by filing a
         certificate pursuant to the Nevada Revised Statutes, to establish the
         number of shares to be included in such series and to fix the
         designation, relative rights preferences, qualifications and
         limitations of the shares of each such series;

                  WHEREAS, this Board of Directors desires to designate a series
         of Preferred Stock and to provide for various rights, preferences,
         privileges, voting powers, limitations and other matters relating to
         such series as set forth below;

                  NOW, THEREFORE, BE IT RESOLVED that the form of Certificate of
         Designations, Preferences and Relative Participating Optional or Other
         Special Rights and Qualifications, Limitations or Restrictions thereof
         of the Series A 8% Cumulative Preferred Stock of the Corporation
         attached hereto as Exhibit "1" be, and the same hereby is adopted and
         approved in the same manner as though fully restated herein and further
         that the officers of this Corporation be, and they hereby are, and each
         of them hereby is, authorized and directed to take any and all action
         and to execute and deliver, in the name and on behalf of the
         Corporation, any and all documents required, necessary or appropriate,
         including certificates, as may be necessary in order to cause the
         Certificate of Designations substantially in the form annexed hereto as
         Exhibit "1" to be filed with the Secretary of State of Nevada as a
         Certificate amendatory to the Articles of Incorporation, as amended,
         together with such changes therein as the officer(s) executing same
         may, in his or their sole discretion, approve the execution thereof to
         be conclusive evidence with respect to any such changes and with
         respect to such approval or necessity thereof or therefor, and be it

                  FURTHER RESOLVED, that the form and content of that certain
         Purchase Agreement effective January 1, 1997 between this Corporation
         and Syntek West, Inc. be reviewed by this Board (the "Purchase
         Agreement") pursuant to which this Corporation will acquire all of the
         issued and outstanding common capital stock of Carmel Realty, Inc. and
         an 81.6% limited partnership interest in Carmel Realty Services, Ltd.
         in exchange for and in consideration of the issuance of 32,500 shares



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of Series A Cumulative Preferred Stock be, and the same hereby is, approved and
further that all of the officers of this Corporation be, and they hereby are,
and each of them hereby is authorized and directed to take any and all action
and to execute and deliver in the name and on behalf of this Corporation the
Purchase Agreements and any and all documents required, necessary or
appropriate, including certificates or documents of transfer, as may be
necessary in order to cause the Purchase Agreement to be consummated; and be it

          FURTHER RESOLVED, that subject to the filing of the Certificate of
Designations with the Secretary of the State of Nevada and subject to the terms
and conditions of the Purchase Agreement, the Corporations shall issue to
Syntek West, Inc. such number of shares of Series A 8% cumulative Preferred
Stock of the Corporation as required under the terms of such Purchase Agreement
not to exceed 32,500 shares; and be it

          FURTHER RESOLVED, that the form of stock certificate attached hereto
as Exhibit "2" be, and the same hereby is approved as the form of certificate
of the Corporation to represent shares of Series A 8% Cumulative Stock; and be
it

          FURTHER RESOLVED, that all of the officers of this Corporation be,
and they hereby are, and each of them hereby is, authorized and directed to
take any and all further actions and to execute and deliver such other and
further documents and certificates as they may deem necessary, advisable or
appropriate in order to carry out or perform the purposes and intentions of the
foregoing resolutions.

          IN WITNESS WHEREOF, each of the undersigned have executed this
Unanimous Written Consent to be effective as of January 1, 1997.

                                                   /s/ KARL L. BLAHA
                                                   -----------------------------
                                                   Karl L. Blaha



                                                   /s/ F. TERRY SHUMATE
                                                   -----------------------------
                                                   F. Terry Shumate



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                         FIRST EQUITY PROPERTIES, INC.
             CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RELATIVE
             PARTICIPATING OR OPTIONAL OR OTHER SPECIAL RIGHTS, AND
              QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS THEREOF
                               OF PREFERRED STOCK
                    BY RESOLUTION OF THE BOARD OF DIRECTORS

          We, Karl L. Blaha, President and F. Terry Shumate, Secretary of FIRST
EQUITY PROPERTIES, INC., a corporation organized and existing under the
Business Corporation Law of the State of Nevada, in accordance with the
provisions of Section 78.195 of the Nevada Revised Statutes thereof DO HEREBY
CERTIFY:

          THAT, pursuant to the authority conferred upon the Board of Directors
by the Articles of Incorporation, as amended, of FIRST EQUITY PROPERTIES, INC.
(the "Corporation"), and pursuant to the provisions of NRS 78.1955 (which
section provides that no shareholder action is required in order to effectuate
this designation), said Board of Directors by unanimous written consent,
effective January 1, 1997, adopted certain recitals and resolutions providing
for the designations, preferences and relative participating, optional or other
special rights and qualifications, limitations or restrictions thereof, of a
series of Preferred Stock of the Corporation, specifically the Series A 8%
Cumulative Preferred Stock, which recitals and resolutions are as follows:

                    WHEREAS, Article Fourth of the Articles of Incorporation,
          as amended, of the Corporation authorizes the Corporation to issue not
          more than 5,000,000 shares of Preferred Stock, $.01 par value per
          share (the "Preferred Stock") and 40,000,000 shares of Common Stock,
          $0.01 par value per share (the "Common Stock"), which Preferred Stock
          may be issued from time to time in one or more series and shall be
          designated as the Board of Directors may determine to have such voting
          powers, preferences, limitations and relative rights with respect to
          the shares of each series of the class of Preferred Stock of the
          Corporation as expressly provided in a resolution or resolutions
          providing for the issuance of such series adopted by the Board of
          Directors which is vested with the authority in respect thereof,

                    WHEREAS, no shares of such Preferred Stock has been
          previously designated hereof,

                    WHEREAS, the Board of Directors now desires to amend the
          Articles of Incorporation to designate one series of the Preferred
          Stock.

                    NOW, THEREFORE BE IT RESOLVED, that pursuant to the
          authority granted to the Board of Directors by Article Fourth of the
          Articles of Incorporation, as amended, the Board of Directors hereby
          further amend the Articles of Incorporation to provide for the
          issuance of one single series of Preferred Stock consisting of the
          number of shares in such series as set forth below and, subject to the
          provisions of Article Fourth of the Articles of Incorporation, as
          amended, of the Corporation, hereby fixes and determines with respect
          to such series the following designations, preferences and relative
          participating, optional or other special rights, if any, and
          qualifications, limitations or restrictions thereof:


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     1.   DESIGNATION.   The distinctive designation of such series shall be
the Series A 8% Cumulative Preferred Stock and each share of the Series A 8%
Cumulative Preferred Stock shall have a par value of $0.01 per share and a
preference on liquidation under paragraph 6 below of up to $1,000 per share.
The Series A 8% Cumulative Preferred Stock is sometimes referred to herein as
the "Series A Preferred Stock."

     2.   NUMBER OF SHARES.   The number of shares which shall constitute the
series A Preferred Stock shall be such number as may actually be issued by the
Corporation, not to exceed a maximum of 40,000 shares, which number may be
decreased (but not below the number then outstanding), from time to time by the
Board of Directors, subject to the provisions hereof.

     3.   DIVIDENDS AND DIVIDEND RATE.  Holders of record on the fifteenth day
of each March, June, September, and December of each year of shares of the
Series A Preferred Stock shall be entitled to receive dividends, when and as
declared by the Board of Directors of the Corporation and to the extent
permitted under the Nevada General Corporation Law, payable quarterly on each
March 31, June 30, September 30 and December 31 of each year, (each a "Dividend
Reference Date: and, collectively, the "Dividend Reference Dates"), in
preference to and with priority over dividends upon all "Junior Securities" (as
defined in paragraph 6 below).  Except as otherwise provided herein, dividends,
on each shares of Series A Preferred Stock (a "Share") will accrue (but not
compound) cumulatively on a daily basis at the rate per share of eighty dollars
($80) per annum ($20.00 per calendar quarter) from and including the date on
which the date of issuance to and including the date on which the "Redemption
Price" (as defined in paragraph 4 below) of such Share is paid, whether or not
such dividends have been declared and whether or not there are profits, surplus
or other funds of the Corporation legally available for the payment of such
dividends.  For purposes of this paragraph 3, the date on which the Corporation
initially issues any Share as its date of issuance, regardless of the number of
times transfer of such Share is made on the stock records maintained by or for
the Corporation and regardless of the number of certificates that may be issued
to evidence such Share (whether by reason of transfer of such Share or for any
other reason).  Notwithstanding any other requirement of this paragraph unless
the holder of the Series A Preferred Stock requests of the Corporation payment
of dividends in a form other than cash, any and all quarterly dividends on the
Series A Preferred Stock shall be satisfied by payment of cash.  So long as any
shares of Series A Preferred Stock are outstanding, the Corporation will not
declare or pay any dividends on Junior Securities (other than dividends in
respect of Common Stock payable in shares of Common Stock) or make, directly or
indirectly, an other distribution of any sort in respect of Junior Securities,
or any payment on account of the purchase or other acquisition of the Junior
Securities, unless on the date of such declaration in the case of a dividend,
or on such date of distribution or payment, in the case of such distribution or
other payment (a) all dividends on the Series A Preferred Stock for all past
quarter-yearly dividend periods have been paid in full and the full dividends
for the then current quarter-yearly period shall have been paid or declared


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in a sum sufficient for the payment thereof set apart, and (b) after giving
effect to such payment of dividends, other distributions, purchase or
redemption, the aggregate capital of the Corporation applicable to all capital
stock of the Corporation then outstanding plus the earned and capital surplus
of the Corporation shall exceed the aggregate amount payable on involuntary
dissolution, liquidation or winding up of the Corporation on all Shares of the
Preferred Stock and all stock ranking prior to or on a parity with the Series A
Preferred Stock as to dividends or assets outstanding after the payment of such
dividends, other distributions, purchase or redemption. Dividends shall not be
paid or declared and set apart for payment on any series of Preferred Stock for
any dividend period (including the Series A Preferred Stock) unless dividends
have been or are, contemporaneously, paid and declared and set apart for
payment on all outstanding series of Preferred Stock entitled thereto for all
dividend periods terminating on the same or earlier date. If any time the
Corporation pays less than the total amount of dividends then accrued with
respect to the Series A Preferred Stock, such payment will be distributed
ratably among the then holders of Series A Preferred stock so that an amount
equal is paid with respect to each outstanding Share.

     4.  Redemption. The Corporation may, at any time after issuance thereof
and from time to time thereafter, at the election of the Board of Directors of
the Corporation redeem any or all of the Series A Preferred Stock then
outstanding by written notice. If mailed, such notice shall be deemed to be
delivered when deposited in the United States Mail, postage prepaid, addressed
to the holder of shares of Series A Preferred Stock at his address as it
appears on the stock transfer records of the Corporation. Such notice shall set
forth (a) the shares to be so redeemed, (b) the date fixed for redemption,
(c) the applicable Redemption Price, and (d) the place at which the holder(s)
may obtain payment of the applicable Redemption Price upon surrender of the
share certificate(s). If less than all shares of Series A Preferred Stock at
any time outstanding shall be called for redemption, such shares shall be
redeemed pro rata by lot drawn or other manner deemed fair in the sole
discretion of the Board of Directors to redeem one or more such shares without
redeeming all such shares of Series A Preferred Stock. If such notice of
redemption shall have been so mailed, on or before the Redemption Date, the
Corporation may provide for payment of sum sufficient to redeem the applicable
number of Series A Preferred Stock called for redemption either (I) by setting
aside the sum required to be paid as the Redemption Price by the Corporation,
separate and apart from its other funds, in trust for the account of the
holder(s) of the shares of Series A Preferred Stock to be redeemed or (ii) by
depositing such sum in a bank or trust company (either located in the state
where the principal executive office of the Corporation is maintained, such bank
or trust company having a combined surplus of at least $10,000,000 according to
its latest statement of condition, or such other bank or trust company as may be
permitted by the Articles of Incorporation, as amended, or by law) as a trust
fund, with irrevocable instructions and authority to the bank or trust company
to give or complete the notice of redemption and to pay, on or after the
Redemption Date, the applicable Redemption Price on surrender of certificates
evidencing the share(s) of Series A Preferred Stock so called for redemption
and, in 





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either event, from and after the Redemption Date (A) the shares(s) of Series A
Preferred Stock deemed to be redeemed, (B) such setting aside or deposit shall
be deemed to constitute full payment for such Shares(s), (C) such Shares(s) so
redeemed shall not longer be deemed to be outstanding, (D) the holder(s)
thereof shall cease to be a shareholder of the Corporation with respect to such
share(s) and (E) such holders(s) shall have no rights with respect thereto
except the right to receive their proportionate share of the funds set aside
pursuant hereto or deposited upon surrender of their respective certificates.
Any interest on the funds so deposited shall be paid to the Corporation. Any
and all such redemption deposits shall be irrevocable except to the following
extent: any funds so deposited which shall not be required for the redemption
of any shares of Series A Preferred Stock because of any prior sale or purchase
by the Corporation other than through the redemption process, subsequent to the
date of deposit but prior to the Redemption Date, shall be repaid to the
Corporation forthwith and any balance of the funds so deposited and unclaimed by
the holder(s) of any shares of Series A Preferred Stock entitled thereto at the
expiration of one calendar year from the Redemption Date shall be repaid to the
Corporation upon its request or demand therefor and after any such repayment the
holder(s) of the share(s) so called for redemption shall look only to the
Corporation for payment of the Redemption Price thereof. In addition to the
redemption under this paragraph 4, the Corporation may redeem or repurchase
shares of the Series A Preferred Stock from any holder(s) thereof who consents
in writing to such redemption and the provisions of this paragraph 4 will not
apply to any such consented redemption. All shares of Series A Preferred Stock
redeemed shall be canceled and retired and no shares shall be issued in place
thereof, but such shares shall be restored to the status of authorized but
unissued shares of Preferred Stock. The "Redemption Price" (herein so called)
shall be an amount equal to the "Liquidation Value" (as defined in paragraph 6
below) of $1,000 per Share plus the amount of all accrued but unpaid dividends
thereon the Redemption Date, which shall include all cumulative dividends in
arrears and also the proportionate part of the dividend accrued since the last
Dividend Reference Date preceding the Redemption Date and whether or not earned
or declared, but without interest.

     5.   Sinking Fund.  The Corporation shall not be required to maintain any
so-called "Sinking Fund" for the retirement on any basis of the Series A
Preferred Stock.

     6.   Rights on Liquidation.   In the event of any liquidation, dissolution
or winding-up of the Corporation, and after paying and providing for the payment
of all creditors of the Corporation, the holders of shares of the Series A
Preferred Stock then outstanding shall be entitled, before any distribution or
payment is made upon any "Junior Securities" (defined to be and mean the Common
Stock and any other equity security of any kind which the Corporation at any
time has issued, issues or is authorized to issue if the Series A Preferred
Stock has priority over such securities as to dividends or upon liquidation), to
receive a liquidation preference in an amount in cash equal to the aggregate
Liquidation Value of all shares of Series A Preferred Stock then outstanding,
whether any such liquidation, dissolution or winding up is 



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voluntary or involuntary and the holders of the Series A Preferred Stock shall
not be entitled to any other or further distributions of assets. The term
"Liquidation Value" shall be and mean, as of any particular date, an amount per
Share of Series A Preferred Stock equal to the Redemption Price is such share
were so redeemed in accordance with the provisions of paragraph 5 above, but in
no event shall exceed $1,000 per shares, plus any accrued and unpaid cumulative
dividends. If, upon any dissolution, liquidation or winding-up of the affairs
of the Corporation, the net assets available for distribution shall be
insufficient to permit payment to the holders of all outstanding shares of all
series of Preferred Stock of the amounts to which they respectively shall be
entitled, then the assets of the Corporation to be distributed to such holders
will be distributed ratably among them based upon the amounts payable on the
shares of each such series of Preferred Stock in the event of voluntary or
involuntary dissolution, liquidation or winding-up, as the case may be, in
proportion to the full preferential amounts, together with any and all
arrearage to which they are respectively entitled. Upon any such liquidation,
dissolution or winding-up of the Corporation, after the holders of Preferred
Stock have been paid in full the amounts to which they are entitled, the
remaining assets of the Corporation may be distributed to the holders of Junior
Securities, including Common Stock, of the Corporation. The Corporation will
mail written notice of such liquidation, dissolution or winding-up, not less
than twenty (20) nor more than fifty (50) days prior to the payment date stated
therein to each record holder of Series A Preferred Stock. Neither the
consolidation nor merger of the Corporation into or with any other corporation
or corporations, nor the sale or transfer by the Corporation of all or any part
of its assets, nor a reduction of the capital stock of the Corporation, nor the
purchase or redemption by the Corporation of any shares of its Preferred Stock
or Common Stock or any other class of its stock will be deemed to be a
liquidation, dissolution or winding-up of the Corporation within the meaning of
this paragraph 6.

     7.   Ranking.   The Series A Preferred Stock shall rank on a parity as to
dividends and upon liquidation, dissolution or winding-up with all other shares
of Preferred Stock issued by the Corporation; provided however, that the
Corporation shall not issue any shares of Preferred Stock of any series which
are superior to the Series A Preferred Stock as to dividends or rights upon
liquidation, dissolution or winding-up of the Corporation as long as any shares
of the Series A Preferred Stock are issued and outstanding, without the prior
written consent of the holders of a majority of such shares of Series A
Preferred Stock then outstanding voting separately as a class.

     8.   Voting Rights.   The holders of the shares of Series A Preferred
Stock shall only have the voting rights specifically required by law under the
Nevada General Corporation Law, and shall have the following additional voting
rights subject to and after compliance with any applicable laws and rules or
actual requirements of any exchange upon which any securities of the
Corporation are listed:

          (a)  except as may otherwise be specifically required by law under
     the Nevada General Corporation Law, the holders of the shares of Series A




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                           Preferred Stock shall not have the right to vote such
                           stock, directly or indirectly, at any meeting of the
                           shareholders of the Corporation and such shares of
                           stock shall not be counted in determining the total
                           number of outstanding shares to constitute a quorum
                           at any meeting of shareholders;

                                    (b) in the event that, under any
                           circumstance, the holders of the Series A Preferred
                           Stock are required by law to vote upon any matter,
                           the approval of such series shall be deemed to have
                           been obtained upon the affirmative vote of the
                           holders of only a majority of the shares of the
                           Series A Preferred Stock then outstanding;

                                    (c) except as set forth herein, or as
                           otherwise provided by the Articles of Incorporation,
                           as amended, or by law, holders of the Series A
                           Preferred Stock shall have no special voting rights
                           and their consent shall not be required for the
                           taking or any corporate action.
                                                      
                           9.       No Conversion Rights. The Series A Preferred
                  Stock may not be converted into any other Securities of the
                  Corporation.

                           10.      Reacquired Shares. Any shares of Series A
                  Preferred Stock purchased or otherwise acquired by the
                  Corporation in any manner whatsoever shall be retired and
                  canceled promptly after the acquisition thereof. All such
                  shares shall, upon cancellation, become authorized but
                  unissued shares of Preferred Stock and may be re-issued as
                  part of a new series of Preferred Stock subject to the
                  conditions and restrictions on issuance set forth in the
                  Articles of Incorporation, as amended, or as otherwise
                  required by law.

         IN WITNESS WHEREOF, said FIRST EQUITY PROPERTIES, INC. has caused its
corporate seal to be hereunto affixed and this certificate to be signed by Karl
L. Blaha, its President and F. Terry Shumate its Secretary effective January 1,
1997. 



                                    FIRST EQUITY PROPERTIES, INC.


                                    /s/ KARL L. BLAHA
                                    -----------------------------
                                    Karl L. Blaha
                                    President



                                    /s/ F. TERRY SHUMATE
                                    -----------------------------
                                    F. Terry Shumate
                                    Secretary




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STATE OF TEXAS

COUNTY OF DALLAS

          On January 1, 1997 personally appeared before me a Notary Public,
Karl L. Blaha, President of FIRST EQUITY PROPERTIES, INC., and F. Terry
Shumate, Secretary of FIRST EQUITY PROPERTIES, INC., who acknowledged that they
executed the above instrument.


                                                /s/ KRISTI HEDGCOXE
[NOTARY STAMP]                                  --------------------------------
                                                Notary Public, State of Texas



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                                STATE OF NEVADA
                               SECRETARY OF STATE

                        I hereby certify that this is a
                        true and complete copy of
                        the document as filed in this
                        office.

                                   NOV 19 '97

                                /s/ DEAN HELLER
                                  DEAN HELLER
                               Secretary of State

                               By: /s/[ILLEGIBLE]
                                  ---------------