Exhibit 3.1



AMENDED  AND  RESTATED  ARTICLES  OF  INCORPORATION
OF
QUAD  METALS  CORPORATION


The  undersigned,  being  all  of  the directors of Quad Metals Corporation (the
"Company"),  do hereby make, sign, acknowledge, and file these Restated Articles
of  Incorporation  on  behalf  of  the Company pursuant to RCW 23B.10.070 of the
Washington  Business  Corporation  Act  as  follows:

     ARTICLE  I
     Name

The  name  of  the  corporation  is  Quad  Metals  Corporation.

     ARTICLE  II
     Purpose

The purpose of this corporation shall be to transact any and all lawful business
for  which  corporations  may  be  incorporated  under  the  Washington Business
Corporation  Act,  in  general, to have and exercise all the powers conferred by
the  laws  of  Washington upon corporations formed under the Washington Business
Corporation  Act and to do any and all things hereinbefore set forth to the same
extent  as  natural  persons  might  or  could  do.

     ARTICLE  III
     Duration

This  corporation  shall  be  of  perpetual  duration.

     ARTICLE  IV
     Authorized  Capital  Stock

The  authorized capital stock of the corporation shall consist of two classes of
stock,  designated  as  Common  Stock  and  Preferred  Stock.

The  total  number  of  shares  of  Common  Stock that the corporation will have
authority  to issue is One Hundred Million (100,000,000).  The shares shall have
no par value.  All of the Common Stock authorized herein shall have equal voting
rights  and  powers  without  restrictions  in  preference.

The  total  number  of  shares of Preferred Stock that the corporation will have
authority  to issue is Ten Million (10,000,000).  The Preferred Stock shall have
no  stated  value.  The Preferred Stock shall be entitled to preference over the
Common  Stock  with  respect to the distribution of assets of the corporation in
the event of liquidation, dissolution, or winding-up of the corporation, whether
voluntarily  or  involuntarily,  or  in  the  event of any other distribution of
assets  of  the corporation among its shareholders for the purpose of winding-up
its  affairs.  The  authorized  but  unissued  shares  of Preferred Stock may be
divided  into  and  issued in designated series from time to time by one or more
resolutions  adopted  by  the  Board  of  Directors. The Directors in their sole
discretion  shall  have the power to determine the relative powers, preferences,
and  rights  of  each  series  of  Preferred  Stock.





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     ARTICLE  V
     Preemptive  Rights

Shareholders  of  this  corporation  will  have  no preemptive rights to acquire
additional shares issued by the corporation, or any securities convertible into,
or  carrying  or  evidencing  any rights or option to purchase, any such shares.

     ARTICLE  VI
     Voting

The holders of any of the corporation's capital stock shall possess voting power
for  the  election  of  directors  and  for  all other purposes, subject to such
limitations  as  may  be  imposed by law and by any provision of the Articles of
Incorporation  in the exercise of their voting power.  Cumulative voting for the
election  of  directors  is  hereby expressly prohibited.  The holders of Common
Stock  shall  be  entitled  to  one vote for each share held.  All of the Common
Stock  authorized  herein  shall  have  equal  voting  rights and powers without
restrictions  in  preference.

     ARTICLE  VII
     Board  of  Directors

The  number of directors constituting the Board of Directors of this corporation
may  be  increased or decreased from time to time in the manner specified in the
Bylaws of this corporation; provided, however, that the number shall not be less
than  one  (1)  or  more than eleven (11).  In case of a vacancy in the Board of
Directors  because  of a director's resignation, removal or other departure from
the  board,  or because of an increase in the number of directors, the remaining
directors,  by  majority  vote,  may  elect  a  successor to hold office for the
unexpired  term of the director whose position is vacant, and until the election
and  qualification  of  a  successor.

     ARTICLE  VIII
     Director  Liability

A  director of the corporation shall not be personally liable to the corporation
or  its  shareholders for monetary damages for conduct as a director, except for
liability  of  the  director  for (i) acts or omissions that involve intentional
misconduct  or  a  knowing  violation of law by the director; (ii) conduct which
violates  RCW  23B.08.310 of the Washington Business Corporation Act, pertaining
to unpermitted distributions to shareholders or loans to directors; or (iii) any
transaction  from which the director will personally receive a benefit in money,
property,  or  services  to  which  the director is not legally entitled. If the
Washington  Business  Corporation  Act  is amended to authorize corporate action
further  eliminating  or  limiting the personal liability of directors, then the
liability of a director of the corporation shall be eliminated or limited to the
fullest  extent  permitted  by  the  Washington  Business Corporation Act, as so
amended.  Any  repeal  or  modification  of  the  foregoing   paragraph  by  the
shareholders  of  the  corporation  shall  not  adversely  affect  any  right or
protection  of a director of the corporation existing at the time of such repeal
or  modification.

     ARTICLE IX
     Indemnification

The  corporation  is  authorized  to  indemnify,  agree to indemnify or obligate
itself  to  advance  or  reimburse expenses incurred by its Directors, Officers,
employees  or  agents  in  any Proceeding (as defined in the Washington Business
Corporation  Act)  to  the full extent of the laws of the State of Washington as
may  now  or  hereafter  exist.


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     ARTICLE X
     Bylaws

Subject  to the power of shareholders to amend or repeal, the Board of Directors
of this corporation shall have the power to enact and amend such Bylaws defining
the  powers and duties of the officers of the corporation and providing for such
other  matters  in  relation  to  its  affairs  as  they  may deem necessary and
convenient,  provided the same are not out of harmony with the laws of the State
of  Washington  or  these  Articles  of  Incorporation.

     ARTICLE XI
     Amendments

The  corporation  reserves  the  right  to  amend,  alter,  change or repeal any
provision  contained  in  these  Articles  of Incorporation in the manner now or
hereafter  prescribed  by  statute, and all rights conferred on the shareholders
herein  are  granted  subject  to  this  reservation.

     ARTICLE XII
     Shareholder  Approval

     The  affirmative vote of a majority of all of the votes entitled to be cast
on the matter shall be sufficient, valid, and effective, after due consideration
and  reconsideration  of  such  action by the Board of Directors, as required by
law,  to  approve  and  authorize  the  following  acts  of  the  corporation:

     a.  an  amendment  to  these  Articles  of  Incorporation;

     b.  the  merger  of this corporation into another corporation or the merger
of  one  or  more  other  corporations  into  this  corporation;

     c.  the acquisition by another corporation of all of the outstanding shares
of  one  or  more  classes  or  series  of  this  corporation;  or

     d.  the  sale, lease, exchange, or other disposition by this corporation of
all,  or  substantially all, of its property other than in the usual and regular
course  of  business.

     ARTICLE XIII
     Registered Agent

The  name  of  the  registered  agent of this corporation is Gregory B. Lipsker.

     ARTICLE XIV
     Registered Office

The post office address of the registered office of this corporation is 601 West
Main  Avenue,  Suite  714,  Spokane,  Washington   99201-0677.

     ARTICLE XV
     Resolution  Approving  Restated  Articles

The  Restated  Articles  of  Incorporation  herein  were  approved, ratified and
adopted by the Unanimous Consent of the Board of Directors and the majority vote
of  the  Shareholders  effective  September  17,  1998.

IN  WITNESS  WHEREOF,  the  corporation  has  caused  these Amended and Restated
Articles  of  Incorporation  to  be  executed  this 18th day of September, 1998.

                                     /s/ Gregory  B.  Lipsker
                                     Director  and  President

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         CERTIFICATE RE: AMENDED AND RESTATED ARTICLES OF INCORPORATION
                          PURSUANT TO R.C.W. 23B.10.070


The  Amended  and  Restated Articles of Incorporation of Quad Metals Corporation
contain  amendments  to  the  Articles  of  incorporation  requiring shareholder
approval.  The  amendments  were approved, ratified and adopted by the Unanimous
Consent  of  the  Board  of  Directors and the majority vote of the Shareholders
effective  September  17,  1998  in  accordance  with  the  provisions of R.C.W.
23B.10.040  and  23B.10.040.


Dated  this  18th  day  of  September,  1998

Quad  Metals  Corporation.


   /s/ Gregory B. Lipsker
By____________________________________
     Gregory  B.  Lipsker,  President



                      CONSENT TO SERVE AS REGISTERED AGENT


I,  GREGORY B. LIPSKER, hereby consent to serve as Registered Agent in the State
of  Washington,  for  the  following  corporation:  Quad  Metals  Corporation. I
understand  that  as  agent  for the corporation it will be my responsibility to
receive  service  of process in the name of the corporation; to forward all mail
to  the  corporation;  and  to immediately notify the office of the Secretary of
State in the event of my resignation, or of any changes in the registered office
address  of  the  corporation  for  which  I  am  agent.

DATED:  September  18,  1998



                                   GREGORY  B.  LIPSKER
                                   601  West  Main  Avenue,  Suite  714
                                   Spokane,  Washington  99201-0677