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                                  EXHIBIT 3.1.6

              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
                            (AFTER ISSUANCE OF STOCK)

                       AMERICAN DIVERSIFIED HOLDINGS, INC.

        We the undersigned, James Buchanan Rea, Jr. and Michael B. Jeffers,
President and Secretary, respectively, of American Diversified Holdings, Inc.,
(the "Corporation") do hereby certify:

        1. That the Board of Directors of the Corporation by Unanimous Written
Consent duly executed on the 20th day of August, 1998, adopted a resolution to
amend the Articles of Incorporation as follows:

        The THIRD Article of the Articles of Incorporation is hereby amended and
restated in its entirety to read as follows:

               "THIRD"
               -------

               Section 1. Authorized Shares. This Corporation is authorized to
               issue two classes of shares designated respectively "Common
               Stock" and "Preferred Stock." The authorized number of shares of
               Common Stock is 20,000,000, no par value, and the authorized
               number of shares of Preferred Stock is 10,000,000, no par value.
               Upon the date of filing of this amendment to the Articles of
               Incorporation, every twenty (20) shares of Common Stock issued
               and outstanding are hereby converted, combined and reconstituted
               into one share of Common Stock. No fractional shares shall be
               issued upon such conversion of the Common Stock. In lieu of any
               fractional shares, each holder of Common Stock who would
               otherwise have been entitled to receive a fraction of a share of
               Common Stock upon surrender of Common Stock certificates for
               exchange pursuant to this THIRD Article shall be entitled to
               receive a stock certificate representing the next highest whole
               number of shares.

               The shares of Preferred Stock may be issued from time to time in
               one or more series. The Board of Directors is authorized to fix
               the number of shares of any series of Preferred Stock and to
               determine the designation of any such series. The Board of
               Directors is also authorized to determine or alter the rights,
               preferences, privileges and restrictions granted to or imposed
               upon any wholly unissued series of Preferred Stock and, within
               the limits and restrictions stated in any resolution or
               resolutions of the Board of Directors originally fixing the
               number of shares constituting any series, to increase or decrease
               (but not below the number of shares of such series then
               outstanding) the number of shares of any such series subsequent
               to the issue of shares of that series.

               Section 2. Voting Rights of Shareholders. Each holder of the
               Common Stock shall be entitled to one vote for each share of
               stock standing in his name on the books of the Corporation. Each
               holder of Preferred Stock shall be entitled to vote in the manner
               prescribed in the Certificate of Determination.

               Section 3. Consideration for Shares. The Common Stock and
               Preferred Stock 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 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 


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               stock and shall be non-assessable. The Articles shall not be
               amended in this particular."

        2. That the number of shares of the corporation outstanding and entitled
to vote on the foregoing Amendment to the Articles of Incorporation is
108,020,700.

        3. That the above-described 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.

        THE UNDERSIGNED, being the President and Secretary of American
Diversified Holdings, Inc., hereby declare and certify that the facts herein
stated are true, and, accordingly, have each set their hand this 5th day of
October, 1998.


                                           /s/ James Buchanan Rea, Jr.
                                           -------------------------------------
                                           James Buchanan Rea, Jr., President



                                           /s/ Michael B. Jeffers
                                           -------------------------------------
                                           Michael B. Jeffers, Secretary




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                                 ACKNOWLEDGEMENT


STATE OF CALIFORNIA   )
                      )  ss.
COUNTY OF ORANGE      )

        On October 5, 1998, before me, Kelly J. Woodward, Notary Public,
personally appeared MICHAEL B. JEFFERS, personally known to me (or proved to me
on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.

        WITNESS my hand and official seal.




                                            /s/ Kelly J. Woodward
                                            ------------------------------------
                                            Kelly J. Woodward,  Notary Public



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                                 ACKNOWLEDGEMENT


STATE OF CALIFORNIA      )
                         )  ss.
COUNTY OF LOS ANGELES    )

        On October 5, 1998, before me, Sylvia Jeon, Notary Public, personally
appeared James Rea (Buchanan) Jr., personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.

        WITNESS my hand and official seal.




                                            /s/ Sylvia Jeon
                                            ------------------------------------
                                            Notary Public



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