[NOTE: Articles II, III, V, VI, VII, VIII and IX are still effective as of
12/31/96.]

ARTICLES OF INCORPORATION

OF

SANTA LUCIA FUNDING, INC.

     We, the undersigned, natural persons of the age of eighteen years or
more, acting as incorporators of a corporation under the Utah Business
Corporation Act, adopt the following Articles of Incorporation for such
corporation:



ARTICLE I - NAME

     The name of this corporation is Santa Lucia Funding, Inc.



ARTICLE II - DURATION

     The period of its duration is perpetual.



ARTICLE III - PURPOSES

     The corporation is primarily organized for the purpose of being a blind
pool and conducting a blind pool offering of its securities, and establishing,
acquiring, merging with or into, or being acquired by, another business in the
field of high
<PAGE>
technology, manufacturing and marketing, or another type of industry, and to
transact any or all lawful business for which corporations may be incorporated
under the Utah Business Corporation Act and, in aid thereof, the corporation
shall have unlimited power to engage in and to do any lawful act concerning
any or all business for which corporations my be organized under the said Act,
including but not limited to the following:


     (a)     To enter into any lawful arrangement for sharing profits, a union
of interests, reciprocal association or cooperative association with any
corporation, association, partnership, individual or other legal entity for
the carrying on of any business and to enter into any general or limited
partnership for the carrying on of any business;

     (b)     To lease, sell, exchange and trade real and personal property,
either tangible or intangible;

     (c)     To conduct business anywhere in the world;

     (d)     To guarantee the obligations of others' with or without
consideration.

<PAGE>

ARTICLE IV - STOCK

     The aggregate number of shares which the corporation shall be authorized
to issue is 50,000,000 shares or the par value of $0.001 per share.  All stock
of this corporation shall be of the same class, common, and shall have the
same rights and preferences.  Fully paid stock of this corporation shall not
be liable to any call and is non-assessable.



ARTICLE V - PREEMPTIVE RIGHTS

     A shareholder shall have no preemptive rights to acquire any securities
of this corporation.



ARTICLE VI - INITIAL CAPITALIZATION

     This corporation will not commence business until consideration of a
balance of at least $1,000.00 has been received for the issuance of shares.



ARTICLE VII - INITIAL OFFICE AND AGENT

     The address of this corporation's initial registered office and the name
of its initial registered agent at such address is:

<PAGE>
Name of Agent         	Address of Registered Office
------------------		----------------------------

Fredrick L. Elliott		2055 Greenbriar Circle
                    	Salt Lake City, Utah 84109




ARTICLE VIII - DIRECTORS

     The number of directors constituting the initial Board of Directors of
this corporation is three.  The names and addresses of persons who are to
serve as directors until the first annual meeting of stockholders, or until
their successors are elected and qualify, are:

Name					Address
--------------------	------------------------------

Fredrick L. Elliott		2055 Greenbriar Circle
                    	Salt Lake City, Utah 84109

Wayne D. Smith			720 Terrace Hills Drive
                    	Salt Lake City, Utah 84103

Donald Allan Bostrom	5256 Spring Gate Drive
                    	Holladay, Utah 84117

     The number of directors may be changed from time to time by amendment of
the By-Laws, but there shall be not more than 25 not less than three
directors.

<PAGE>

ARTICLE IX - INCORPORATORS


The name and address of each incorporator is :


Name					Address
---------------------	---------------------------------

Fredrick L. Elliott		2055 Greenbriar Circle
                    	Salt Lake City, Utah 84109

Wayne D. Smith			720 Terrace Hills Drive
                    	Salt Lake City, Utah 84103

Donald Allan Bostrom	5256 Spring Gate Drive
                    	Holladay, Utah 84117

DATED this 17th day of January, 1986.


					INCORPORATORS:

					/S/FREDRICK L. ELLIOT
					--------------------------
					Fredrick L. Elliott

					/S/WAYNE D. SMITH
					--------------------------
					Wayne D. Smith

					/S/DONALD ALLAN BOSTROM
					--------------------------
					Donald Allan Bostrom

<PAGE>

					REGISTERED AGENT:

					/S/FREDRICK L. ELLIOT
					--------------------------
					Fredrick L. Elliott

STATE OF UTAH		)
               	)ss.
COUNTY OF SALT LAKE	)

     On the 17th day of January, 1986, Fredirck L. Elliott, Wayne D. Smith and
Donald Allan Bostrom personally appeared befor me who, being by me first duly
sworn, severally declared that they are the persons who signed the foregoing
document as incorporators, and Fredrick L. Elliott who signed as registered
agent, and that the statements therein contained are true.

     DATED this 17th day of January, 1986.


                   						/S/
									------------------------------
									NOTARY PUBLIC

My Commission Expires:					Residing At:

July 7, 1988							Salt Lake City, Utah
----------------------					--------------------

<PAGE>
				CERTIFICATE OF INCORPORATION OF

     THE UNDERSIGNED, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, hereby certify as follows:

     1. The name of the corporation is: Multi-Spectrum Group,
		Incorporated

     2. The address of the registered office of the corporation in the State
of Delaware is:      	 710 Yorklyn Road
                         Hockessin, Delaware
                         County of New Castle

     The registered agent in charge thereof is:

          Registered Agents, Ltd.

     3.The purpose of the corporation is:
		to develop a Print/Diversified Business Center with the intent of
		establishing Franchises.

     4. The corporation is authorized to issue capital stock to the extent of
1000 Shares of no par value.

	5. The Board of Directors is authorized and empowered to make,
	alter, amend and rescind the By-Laws of the corporation, but
	By-Laws made by the board may be altered or repealed, and new
	By-Laws made, by the stockholders.

<PAGE>

The name and address of the incorporator(s) is (are) as follows:

NAME  Patrick J. Ellis        ADDRESS  1055 W. Germantown Pike
                      				 Norristown, PA 19403



     IN WITNESS WHEREOF, the incorporator(s) has (have) hereunto set his hand
and seal this 30th day of March, A.S. 1986.

							/S/
							----------------------------

<PAGE>

					State of Delaware

				Office of Secretary of State

I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY MULTI SPECTRUM GROUP. INC. IS DULY INCORPORATED UNDE THE LAWS OF THE
STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATED EXISTENCE
SO FAR AS THE RECORDS OF THIS OFICE SHOW, AS OF THE DATE SHOWN BELOW.


           						/S/MICHAEL HARKINS
								----------------------------
								Michael Harkins, Secretary of State


                         AUTHENTICATION: 2122752
679089006                DATE:      03/30/1989

<PAGE>

					ARTICLES OF MERGER
			OF DOMESTIC AND FOREIGN CORPORATIONS
						INTO
					SANTA LUCIA FUNDING, INC.

     Pursuant to the provisions of § 16-10-72 of the Utah Business
Corporation Act, the undersigned domestic and foreign corporations adopt the
following Articles of Merger for the purpose of merging them into one of such
corporations:

     FIRST:  Then names of the undersigned corporations and the states under
the laws of which they are respectively organized are:

     Name of Corporation               State
     ------------------------          --------
     Santa Lucia Funding, Inc.		Utah
     Multi-Spectrum Group, Inc.		Delaware

     SECOND:  The laws of the state under which such foreign corporation is
organized permit such merger.

     THIRD:  The name of the surviving corporation is Multi-Spectrum Group,
Inc.  The surviving corporation is to be governed by the laws of the State of
Utah.

     FOURTH:  The following Agreement and Plan of Merger ("Plan") was approved
by the shareholders of the undersigned domestic corporation isn the manner
prescribed by the Utah Business Corporation Act, and was approved by the
undersigned foreign corporation in the manner prescribed by the laws of the
state under which it is organized:

See attached Exhibit "A"."

     FIFTH:  As to each of the undersigned corporations, the number of shares
outstanding, and the designation and number of outstanding shares of each
class entitled to vote as a class on such Plan, are as follows:

                                                Entitled to Vote as a Class
                               Number of        ---------------------------
                                Shares          Designation       Number
Name of Corporation           Outstanding         of Class       of Shares
-------------------           -----------       -----------      ---------
Santa Lucia Funding, Inc.      6,145,000        Common           6,145,000
Multi-Spectrum Group, Inc.       1,000          Common               1,000

     SIXTH:  As to each of the undersigned corporations, the total number of
shares voted for and against such Plan, respectively, and, as to each class
entitled to vote thereon as a class, the number of shares of such class votd
for and against such Plan, respectively, are as follows:

                                                     Number of Shares
                                                     ----------------
                                                Entitled to Vote as a Class
                        Total       Total       ---------------------------
Name of                 Voted       Voted                 Voted      Voted
Corporation             For         Against     Class     For        Against
---------------------   ------      -------     -----     -----      -------
Santa Lucia
 Funding, Inc.          3,452,500    -0-        Common    3,452,500   -0-
Multi-Spectrum
 Group, Inc.            1,000        -0-        Common    1,000       -0-

<PAGE>STATE OF UTAH )
                    :ss.
COUNTY OF SALT LAKE )

     On the 24th day of January, 1990, personally appeared before me Fredrick
L. Elliott, XXX XXXXXXXXXXX, who being by me duly sworn did say that they
are the President and Secretary of Santa Lucia Funding, Inc., the corporation
that executed the above and foregoing instrument and that said instrument was
signed on behalf of said corporation by authority of its bylaws and said
Fredrick L. Elliott XXX XXXXXXXXXXX acknowledged to me that said
corporation executed the same.



                              /S/ Shana L. Wahl
                              ----------------------------------------
                              Notary Public
                              Residing at Salt Lake City


My Commission Expires:
______________________

STATE OF PENNSYLVANIA  )
                       :ss.
COUNTY OF MONTGOMERY   )

     Be it remembered, that on this 18th day of January, A.D. 1990, personally
came before me, Barbara A. Kring, a notary public in an for the county and
state aforesaid, David E. Taylor and Charles Cannon, the President and
Secretary of Multi-Spectrum Group, Inc., a corporation of the State of
Delaware, the corporation described in and which executed the foregoing
certificate, know to me personally to be such, and they, they, the said David
E. Taylor and Charles Cannon, as such President an Secretary, duly executed
said certificate before me and acknowledged the said certificate to be their
acts and deeds and the act and deed of said corporation to said foregoing
certificate are in the handwriting of the said President and Secretary of said
corporation, respectively.

     In witness whereof, I have hereunto set my hand and seal of office that
day and year aforesaid.




                              /S/ BARBARA A. KRING
                              ---------------------------
                              Notary Public
                              Residing at 165 W. Ridge Pk,
                                Limerick, PA


My Commission Expires: 5-27-91
_______________________

<PAGE>

SEVENTH:  If the surviving corporation is to be governed by the laws of
any other state, such surviving corporation hereby:  (a) agrees that is may be
served with process in the State of Utah in any proceeding for the enforcement
of any obligation of the undersigned domestic corporation and in any
proceeding for the enforcement of the rights of a dissenting shareholder of
such domestic corporation against the surviving corporation; (b) irrevocable
appoints the Secretary of State of Utah as its agent to accept servce of
process in any such proceeding and (c) agrees that it will promptly pay to the
dissenting shareholders of such domestic corporation the amount, if any, to
which they shall be entitled under the provisions of the Utah Business
Corporation Act with respect to the rights of dissenting shareholder:

DATED:  January 19, 1990

                                     By:  --------------------------
                                     Its President

                  				/S/ WAYNE D. SMITH
                                     And:---------------------------
                                     Its Secretary

                                     MULTI-SPECTRUM GROUP, INC.

  						 By:  --------------------------
                                     Its President

						 And: --------------------------
                                     Its Secretary
<PAGE>


STATE OF CALIFORNIA )
                   :ss.
COUNTY OF           )

     On the 31st day of January, 1990, personally appeared before me Wayne D.
Smith, who being by me duly sworn did sya that he is the Secretary of Santa
Lucia Funding, Inc., the corporation that executed the above and foregoing
instrument and that said instrument was signed on behalf of said corporation
by authority of its bylaws and said Wayne D. Smith acknowledged to me that
said corporation executed the same.


                   		/S/ CYNTHIA M. STAFFORD
                             ----------------------------
                              Notary Public
                              Residing at 2965 Sunrise Blvd #102
        				  Rancho Cardova, CA  95742

My Commission Expires:  July 1, 1991

<PAGE>

					Utah State Tax Commission				TC-784
					 Letter of Good Standing                Rev. 2/94


Corporation Representatives Name and Address 		Issue Date
											August 16, 1995

											Account Number
MULTI-SPECTRUM INC								0001187258
1348 EAST 3300 SOUTH #101
SALT LAKE CITY, UTAH 84106
										     Tax Type
											  Corporation

										     Utah Charter Number
											  118725


          The Utah State Tax Commission Certifies that:

                        MULTI-SPECTRUM INC

has filed all income or franchise tax returns required and paid all taxes
thereon to be due.  The status of the account is current as of the date of
this letter.

The account is subject to audit, and if a liability exists, it may be
assessed at any time.  The issuance of this letter does not fix, abate,
modify, or cancel any liability for payment of money due or an obligation
to the State of Utah.

This letter does not fulfill the requirements for dissolving or withdrawing
a corporation from the State of Utah.  Please contact the Department of
Commerce, Division of Corporation for information regarding corporate
dissolution or withdrawal.

/S/CINDY LOVE
---------------------------------
Cindy Love, Customer Service Agent
Customer Service Counter
Customer Service Division



Inquiries regarding this letter should be directed to:  Customer Service
Counter, Utah State Tax Commission, 210 North 1950 West, Salt Lake City,
UT, 84134 or call (801) 297-7540.

<PAGE>
                          STATE OF UTAH
                      DEPARTMENT OF COMMERCE

                          CERTIFICATION
                         OF GOOD STANDING


THE UTAH DIVISION OF CORPORATIONS AND COMMERCIAL CODE HEREBY CERTIFIES THAT


                    SANTA LUCIA FUNDING, INC.

is a Utah corporation and is qualified to transact business in the State of
Utah, and that its most recent annual report required by Utah law has been
filed, and that Articles of Dissolution have not been field.  A Certificate of
Incorporation was issued from this office on January 17, 1986 and said
corporation is in good standing, as appears of record in the offices of the
Division.

The certification is not intended to reflect the financial condition, business
activity or practices of this corporation.


File Number:  CO 118725


							Dated this 24th day of August,1995.

                                  /s/KORIA T. WOODS
							By:-------------------------------
						     Koria T. Woods
						     Director, Division of
						     Corporations and Commercial Code

[Note: These amendments to the Articles are still effective as of 12/31/96]

                    CERTIFICATE OF AMENDMENT
                                OD
                    ARTICLES OF INCORPORATION
                                OF
                    MULTI SPECTRUM GROUP, INC.
                 (aka Santa Lucia Funding, Inc.)

     Multi Spectrum Group, Inc., (aka Santa Lucia Funding, Inc.), a corporation
organized and existing under and by virtue of the General Corporation and
Business Laws of the State of Utah (hereinafter "Corporation").

     DOES HEREBY CERTIFY:

     FIRST:  That at a meeting of the Board of Directors of the Corporation
resolutions were duly adopted setting forth two proposed amendments of the
Certificate of Incorporation of Corporation, declaring said amendments to be
advisable and calling a meeting of the stockholders of Corporation for
consideration thereof.  The resolution setting forth the proposed
amendment is as follows:

     RESOLVED:  that the Certificate of Incorporation be amended by changing
Article I thereof so that, as amended, said Article shall be and read as
follows:

     "The name of the corporation is MedCare Technologies, Inc."
     And be it,

     FURTHER RESOLVED:  that the Certificate of Incorporation be amended by
changing Article IV thereof so that, as amended, said Article shall read as
follows:

<PAGE>

     "The aggregate number of share which this corporation shall have authority
      to issue is 101,000,000 shares, of which 100,000,000 shares shall be $.001
      par value Common Stock and 1,000,000 share shall be $.25 pare value
      Preferred Stock.  The Common Stock shall have voting rights of one vote
      per share.  The Board of directors may issue the Preferred Stock from
      time to time in one or more series, each series to have such voting
      rights, preference in dividends and in liquidation and such other rights,
      preferences and conditions as the Board of Directors may designate by an
      amendment to these Articles of Incorporation by action duly adopted
      without shareholder action shall not be required therefor.  Fully-paid
      stock of this Corporation shall not be liable to any further call or
      assessment."

    SECOND:  That thereafter, pursuant to resolution of its Board of
Directors, a meeting of the stockholders of said corporation was dully called
 and held, upon notice in accordance with Section 16-10a-705 of the General
Corporation and Business Laws of the State of Utah at which meeting the
necessary number of shares as required by statute were voted in favor of the
amendments.
     THIRD:  That said amendments were duly adopted in accordance with the
provisions of Section 16-10a-1003 of the General Corporation and Business Laws
of the State of Utah.

     FOURTH:  That the capital of said corporation shall not be reduced under or
 by reason of said amendment.

     IN WITNESS WHEREOF, said Board of Directors has caused this certificate to
be signed by Kudan S. Rayat, its Secretary, this 25th day of August, 1995.

Multi-Spectrum Group, Inc.


/S/ KUNDAN S. RAYAT
---------------------------
Kundan S. Rayat, Secretary

<PAGE>
                          STATE OF UTAH
                      DEPARTMENT OF COMMERCE

                          CERTIFICATION
                         OF GOOD STANDING


THE UTAH DIVISION OF CORPORATIONS AND COMMERCIAL
CODE HEREBY CERTIFIES THAT


                    MEDCARE TECHNOLOGIES, INC.

is a Utah corporation and is qualified to transact business in the State of
Utah, and that its most recent annual report required by Utah law has been
filed, and that Articles of Dissolution have not been field.  A Certificate of
Incorporation was issued from this office on January 17, 1986 and said
corporation is in good standing, as appears of record in the offices of the
Division.

The certification is not intended to reflect the financial condition, business
activity or practices of this corporation.


File Number:  CO 118725


							     Dated this 28th day of August,1995.

								/S/ KORIA T. WOODS
								----------------------------------
							     Koria T. Woods
							     Director, Division of
							     Corporations and Commercial Code