[NOTE: Articles II, III, V, VI, VII, VIII and IX are still effective as of 
12/31/96.]
                                  EXHIBIT 1:
                           ARTICLES OF INCORPORATION
                                AND AMENDMENTS

<PAGE>
                          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

                                  E-3
<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.

                                   E-4
<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:

                                 E-5
<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.

                                   E-6
<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                       

                                      E-7
<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
----------------------                        --------------------            

                                       E-8                         
<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.

                                       E-9
<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/
                                                   ----------------------------
                                  E-10
<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

                                        E-12
<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:

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

</TABLE>

                                    E-13
<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
_______________________

                                     E-14
<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 
                                  E-15
<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

                                      E-16
<PAGE>

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


Corporation Representatives Name and Address                Issue Date
                                                      August 16, 1995

MULTI-SPECTRUM INC                                    Account Number 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.

                                     E-17
<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

                                      E-18
<PAGE>

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

                    CERTIFICATE OF AMENDMENT
                                OF
                    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:

     "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 S. 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 wre voted in favor of the
     amendments.

                                     E-19
<PAGE>

     THIRD:  That said amendments were duly adopted in accordance with the 
provisions of Section S. 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

                                       E-20
<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

                                   E-21
<PAGE>