EXHIBIT 3E - AMENDED AND RESTATED ARTICLES OF INCORPORATION


                              AMENDED AND RESTATED
                                  ARTICLES OF
                                 INCORPORATION
                                       OF
                        REAL ESTATE OPPORTUNITIES, INC.

Pursuant to the provisions of the Colorado Business Corporation Act, Real Estate
Opportunities,  Inc.  (the  ACorporation@)  adopts  the  following  amended  and
restated  Articles of  Incorporation.  These  articles  correctly  set forth the
provisions  of the Articles of  Incorporation,  as amended,  and  supersede  the
original Articles f Incorporation and all amendments thereto.

FIRST: The name of the corporation is Real Estate Opportunities, Inc.

SECOND:  The  following  amended and  restated  Articles of  Incorporation  were
adopted on December 4, 2001 The amended and restated  Articles of  Incorporation
were adopted by a vote of the  shareholders.  The number of shares voted for the
amended and restated Articles of Incorporation was sufficient for approval.

THIRD: The name of the corporation as amended is: Pocket-Spec Technologies, Inc.

FOURTH: The authorized shares of the Corporation are as follows:

     Section 1: Number.  The  aggregate  number of shares which the  Corporation
shall have authority to issue is Fifty Million (50,000,000) Common Shares of one
class,  with unlimited  voting rights,  all with a par value of $0.001 per share
and One Million (1,000,000)  Preferred Shares, all with a par value of $1.00 per
share,  to have such  classes  and  preferences  as the Board of  Directors  may
determine from time to time.

     Section  2:  Dividends.  Dividends  in  cash,  property  or  shares  of the
Corporation  may be paid upon the stock,  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.

FIFTH: The holders of the capital stock of this  Corporation  shall not have the
preemptive right to acquire additional unissued shares or treasury shares of the
capital  stock of this  Corporation,  or securities  convertible  into shares of
capital stock or carrying capital purchase warrants or privileges.

SIXTH:  Cumulative  voting of shares  of stock of the  Corporation  shall not be
allowed  or  authorized  in  the  election  of the  Board  of  Directors  of the
Corporation.

SEVENTH:  The  following  provisions  are  inserted  for the  management  of the
business and for the regulation of the internal affairs of the Corporation,  and
the same are in  furtherance of and not in limitation or exclusion of the powers
conferred by law.

     Section 1: Bylaws.  The Board of  Directors  shall have the power to adopt,
alter,  amend or repeal,  from time to time,  such Bylaws as it deems proper for
the  management of the affairs of the  Corporation,  according to these Articles
and the laws in such cases made and provided.

     Section 2: Executive  Committee.  The Bylaws may provide for designation\by
the  Board  of  Directors  of an  Executive  Committee  and  one or  more  other
committees,  the  personnel  and  authority  of which and the  other  provisions
relating to which shall be as may be set forth in the Bylaws.

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     Section 3: Place of Meetings.  Both  Stockholders' and Directors'  meetings
may be held either  within or without the State of Colorado,  as may be provided
in the Bylaws.

     Section 4: Compensation to Directors.  The Board of Directors is authorized
to make provisions for reasonable compensation to its members for their services
as Directors.  Any Director of the Corporation may also serve the Corporation in
any other capacity and receive compensation therefore in any form.

     Section 5: Conflicts of Interest.  No contract or other  transaction of the
Corporation  with any  other  person,  firm or  corporation,  or in  which  this
Corporation is interested,  shall be affected or invalidated  solely by: (a) the
fact that any one or more of the  Directors or Officers of this  Corporation  is
interested  in or is a director  or officer of another  corporation;  or (b) the
fact that any Director or Officer, individually or jointly with others, may be a
party to or may be interested in any such contract or transaction.

     Section 6: Registered Owner of Stock. The Corporation  shall be entitled to
treat the  registered  holder  of any  shares  of the  Corporation  as the owner
thereof for all purposes, including all rights deriving from such shares, on the
part of any other person,  including, but not limited to, a purchaser,  assignee
or  transferee of such shares or rights  deriving  from such shares,  unless and
until  such  purchaser,   assignee,  transferee  or  other  person  becomes  the
registered  holder of such  shares,  whether or not the  Corporation  shall have
either  actual  or  constructive  notice  of the  interest  of  such  purchaser,
assignee,  transferee or other person. The purchaser,  assignee or transferee of
any of the shares of the  Corporation  shall not be  entitled  to:  (a)  receive
notice of the meetings of the Shareholders; (b) vote at such meetings; examine a
list of the  Shareholders;  (d) be paid  dividends  or  other  sums  payable  to
Shareholders,  or (e) own,  enjoy or  exercise  any  other  property  or  rights
deriving  from such  shares  against  the  Corporation,  until  such  purchaser,
assignee or transferee has become the registered holder of such shares.

     Section 7: Conduct of Business.  The Corporation may conduct part or all of
its business,  not only in the State of Colorado,  but also in every other state
of the  United  States  and the  District  of  Columbia,  and in any  territory,
district and possession of the United States,  and in any foreign  country,  and
the  Corporation may qualify to do business in any of such locations and appoint
an agent for service of process  therein.  The Corporation  may hold,  purchase,
mortgage,  lease and convey real and personal property in any of such locations.
Part or all of the  business  of the  Corporation  may be  carried on beyond the
limits  of the  State  of  Colorado,  and the  Corporation  may have one or more
offices out of the State of Colorado.

     Section 8: Vote of the Shareholders. To the fullest extent now or hereafter
permitted by the Colorado  Business  Corporation  Act, the vote of a majority of
the issued and outstanding  shares of the  Corporation  entitled to vote on such
matter shall be sufficient to approve any matter to come before the shareholders
of the Corporation,  including, but not limited to, the right from time to time,
to amend, alter or repeal, or add any provisions to, the Corporation's  Articles
of Incorporation.

     Section 9: Quorum For Voting.  A quorum of  Shareholders  for any matter to
come before any meeting of  Shareholders  of the  Corporation  shall  consist of
one-third of the issued and outstanding shares entitled to vote on the matter.

     Section 10: Restrictions on Stock. The Directors shall have the right, from
time to time, to impose  restrictions  or to enter into  agreements on behalf of
the Corporation imposing restrictions on the transfer of all or a portion of the
Corporation's  shares,  provided  that no  restrictions  shall be imposed on the
transfer of shares  outstanding at the time the  restrictions are adopted unless
the holder of such shares consents to the restrictions.

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     Section 11:  Indemnification  of Directors.  A director of the  Corporation
shall not be personally  liable to the  Corporation or to its  shareholders  for
damages for breach of fiduciary duty as a director of the  Corporation or to its
shareholders for damages otherwise existing for (I) any breach of the director's
duty  of  loyalty  to the  Corporation  or to its  shareholders;  (ii)  acts  or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law; (iii) acts specified in Section  7-108-403 of the Colorado
Business  Corporation  Act;  or (iv) any  transaction  from  which the  director
directly or indirectly  derived any improper personal  benefit.  If the Colorado
Business  Corporation Act is hereafter amended to eliminate or limit further the
liability of a director,  then, in addition to the elimination and limitation of
liability  provided by the  foregoing,  the liability of each director  shall be
eliminated or limited to the fullest  extent  permitted  under the provisions of
the Colorado Business  Corporation Act as so amended. Any repeal or modification
of the indemnification provided in these Articles shall not adversely affect any
right or protection of a director of the Corporation under these Articles, as in
effect  immediately  prior to such repeal or  modification,  with respect to any
liability that would have accrued,  but for this limitation of liability,  prior
to such repeal or modification.

     Section  12:  Indemnification.  The  Corporation  shall  indemnify,  to the
fullest  extent  permitted by  applicable  law in effect from time to time,  any
person, and the estate and personal  representative of any such person,  against
all  liability  and expense  (including,  but not limited to,  attorneys'  fees)
incurred  by reason of the fact that he is or was a  director  or officer of the
Corporation,  he is or was  serving  at the  request  of  the  Corporation  as a
director, officer, partner, trustee, employee, fiduciary, or agent of, or in any
similar  managerial  or  fiduciary  position  of,  another  domestic  or foreign
corporation  or other  individual or entity or of an employee  benefit plan. The
Corporation  shall  also  indemnify  any person who is serving or has served the
Corporation  as  director,  officer,  employee,  fiduciary,  or agent,  and that
person's  estate and  personal  representative,  to the extent and in the manner
provided in any bylaw, resolution of the shareholders or directors, contract, or
otherwise, so long as such provision is legally permissible.

EIGHTH:  Books of accounts,  records,  documents and other papers may be kept at
the  registered  office  of the  Corporation  or at such  other  place as may be
determined by the Board of Directors.

NINTH: The principal office of the Corporation may be relocated to such place or
places from time to time as may be determined by the Board of Directors.


TENTH: The effectiveness of these Amended and Restated Articles of Incorporation
shall begin immediately upon filing with the Colorado Secretary of State.



By:  /s/ F. JEFFREY KRUPKA
     -----------------------
     F. Jeffrey Krupka
     President

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