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EXHIBIT 4.1


                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                                   PENGE CORP.


                                    ARTICLE I

                                      Name
                                      ----

         The name of the corporation (hereinafter called "Corporation") is Penge
Corp.

                                   ARTICLE II

                                    Duration
                                    --------

         The duration of the Corporation shall be perpetual, or until terminated
by law.

                                   ARTICLE III

                               Purposes And Powers
                               -------------------

         The Corporation is organized for any and all lawful purposes for which
a corporation may be organized under the Nevada Revised Statutes.

                                   ARTICLE IV

                                Authorized Shares
                                -----------------

         A. The Corporation is authorized to issue shares of two classes of
stock: fifty million (50,000,000) shares of Common Stock, $.001 par value, and
ten million (10,000,000) shares of Preferred Stock, $.001 par value.

         B. Holders of Common Stock are entitled to one vote per share on any
matter submitted to the shareholders. Subject to any preferential rights of the
Preferred Stock, holders of Common Stock are entitled to dividends when, as and
if declared and paid by the Board of Directors of the Corporation. On
dissolution of the Corporation, after any preferential amount with respect to
the Preferred Stock has been paid or set aside, the holders of Common Stock and
the holders of any series of Preferred Stock entitled to participate in the
distribution of assets are entitled to receive the net assets of the
Corporation.

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         C. The Board of Directors is authorized, subject to limitations
prescribed by the Nevada Revised Statutes, as amended from time to time (the
"NRS"), and by the provisions of this Article, to provide for the issuance of
shares of Preferred Stock in series, to establish from time to time the number
of shares to be included in each series and to prescribe the voting powers,
designations, relative rights, preferences and limitations of the shares of each
series. The authority of the Board of Directors with respect to each series
includes, without limitation, determination of the following:

         (1)      The number of shares in and the distinguishing designation of
                  that series;

         (2)      Whether shares of that series shall have full, special,
                  conditional, limited or no voting rights, except to the extent
                  otherwise provided by the NRS;

         (3)      Whether shares of that series shall be convertible and the
                  terms and conditions of the conversion, including provision
                  for adjustment of the conversion rate;

         (4)      Whether shares of that series shall be redeemable and the
                  terms and conditions of redemption, including the date or
                  dates upon or after which they shall be redeemable and the
                  amount per share payable in case of redemption, which amount
                  may vary under different conditions or at different redemption
                  dates;

         (5)      The dividend rate, if any, on shares of that series, the
                  manner of calculating any dividends and the preferences of any
                  dividends;

         (6)      The rights of shares of that series in the event of voluntary
                  or involuntary dissolution of the Corporation and the rights
                  of priority of that series relative to the Common Stock and
                  any other series of Preferred Stock on the distribution of
                  assets on dissolution; and

         (7)      Any other rights, preferences and limitations of that series
                  that are permitted by law to vary.

                                    ARTICLE V

                         Directors and Cumulative Voting
                         -------------------------------

         The Board of Directors shall consist of three to nine members, the
number thereof to be determined from time to time by resolution of the Board of
Directors or the stockholders. Within this range, the number of directors of the
Corporation may be changed and re-established, from time to time, by the
stockholders or the Board of Directors of the Corporation, but no decrease in
the number of directors of the Corporation may shorten the term of any incumbent
director.

         There shall be no cumulative voting of shares of this Corporation.

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                                   ARTICLE VI

                              No Preemptive Rights
                              --------------------

         Except as may otherwise be provided by the Board of Directors, no
holder of any shares of this Corporation shall have any preemptive right to
purchase, subscribe for or otherwise acquire any securities of this Corporation
of any class or kind now or hereafter authorized.

                                   ARTICLE VII

                         Regulation of Internal Affairs
                         ------------------------------

         The Board of Directors may adopt Bylaws for the Corporation which are
consistent with these Articles of Incorporation and the NRS and may amend,
restate and repeal from time to time any Bylaw as provided hereafter.

         No contract, lease or other transaction between the Corporation and any
other corporation, and no other act of the Corporation with relation to any
other corporation shall, in the absence of fraud, in any way be invalidated or
otherwise affected by the fact that any one or more of the directors of the
Corporation is pecuniarily or otherwise interested in, or are directors or
officers of such other corporation. Any director of the Corporation may vote
upon any contract or other transaction between the Corporation and any
subsidiary or affiliated Corporation without regard to the fact that he is also
a director of such subsidiary or affiliated Corporation. Any director of the
Corporation, individually, or any firm or association of which any director may
be a member, may be a party to, or may be pecuniarily or otherwise interested
in, any contract, lease or other transaction with the Corporation, provided that
the fact that he individually, or as a member of such firm or association is
such a party to, or is so interested in, any contract, lease or other
transaction with the Corporation, shall disclose, or shall have been known, to
the Board of Directors or by a majority of such members thereof as shall be
present at any meeting of the Board of Directors at which action upon any such
contract or transaction shall be taken; and in any case described in this
Article, any such director may be counted in determining the existence of a
quorum at any meeting of the Board of Directors which shall authorize any such
contract, lease or other transaction and may vote thereat to authorize any such
contract or transaction.

                                  ARTICLE VIII

            Limitation on Liability and Indemnification of Directors
            --------------------------------------------------------

         To the fullest extent permitted by Nevada law, the directors and
officers of the Corporation shall not be liable to the Corporation or its
stockholders for damages for their conduct or omissions as directors or
officers.

         The Corporation shall indemnify and advance expenses to its directors,
officers, employees, fiduciaries or agents and to any person who is or was
serving at the Corporation's request as a director, officer, partner, trustee,
employee, fiduciary or agent of another domestic or foreign corporation or other
person or of an employee benefit plan (and their respective estates or personal
representatives) to the fullest extent as from time to time permitted by Nevada
law.

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         Any amendment to or repeal of this Article shall not adversely affect
any right of an individual with respect to any right to indemnification arising
prior to such amendment or repeal.

                                   ARTICLE IX

                                Nonassessability
                                ----------------

         Shares of the Corporation shall be nonassessable.

                                    ARTICLE X

                   Combinations with Interested Stockholders
                   -----------------------------------------

         The Corporation hereby opts out of the provisions of Sections 78.411
through 78.444, inclusive, of the NRS, and the provisions of those sections do
not apply in any way to the Corporation or to any combination of the
Corporation.

                                   ARTICLE XI

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

         The Corporation reserves the right to amend, alter, change or repeal
any provisions of these Articles of Incorporation, in the manner now or
hereafter prescribed by law and by these Articles of Incorporation, and all
rights and powers conferred herein to the shareholder and directors are subject
to this reserved power.

                                   ARTICLE XII

                          Amended And Restated Articles
                          -----------------------------

         These Amended and Restated Articles of Incorporation supersede,
replace, and restate in their entirety the original Articles of Incorporation of
the Corporation and any subsequent amendments thereto. Any reference herein to
Articles of Incorporation will be deemed a reference to these Amended and
Restated Articles of Incorporation.

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