<PAGE>

[CERTIFICATE]


                               STATE OF MISSOURI

                                    [SEAL]

                            REBECCA MCDOWELL COOK 
                              SECRETARY OF STATE

                             CORPORATION DIVISION
                           CERTIFICATE OF AMENDMENT

WHEREAS,

  ELECTRONIC PROCESSING, INC.






A CORPORATION ORGANIZED UNDER THE GENERAL AND BUSINESS CORPORATION LAW HAS 
DELIVERED TO ME A CERTIFICATE OF AMENDMENT OF ITS ARTICLES OF INCORPORATION 
AND HAS IN ALL RESPECTS COMPLIED WITH THE REQUIREMENTS OF LAW GOVERNING THE 
AMENDMENT OF ARTICLES OF INCORPORATION UNDER THE GENERAL BUSINESS CORPORATION 
LAW, AND THAT THE ARTICLES OF INCORPORATION OF SAID CORPORATION ARE AMENDED 
IN ACCORDANCE THEREWITH.


IN TESTIMONY WHEREOF, I HAVE SET MY HAND 
AND IMPRINTED THE GREAT SEAL OF THE                    [SEAL]
STATE OF MISSOURI, ON THIS, THE 26TH 
DAY OF FEBRUARY, 1998.

        /s/  REBECCA MCDOWELL COOK
   ------------------------------------
          SECRETARY OF STATE

<PAGE>


               STATE OF MISSOURI . . . OFFICE OF SECRETARY OF STATE

                      AMENDMENT OF ARTICLES OF INCORPORATION
                  (TO BE SUBMITTED IN DUPLICATE BY AN ATTORNEY)

SECRETARY OF STATE
STATE OF MISSOURI
P. O. BOX 778
JEFFERSON CITY, MO 65102



         Pursuant to the provisions of The General and Business Corporation 
Law of Missouri, the undersigned Corporation certifies the following:

         1.     The present name of the Corporation is Electronic Processing, 
                Inc.

                The name under which it was originally organized was NEWCO 
                RGLG I, Inc.

         2.     An amendment to the Corporation's Articles of Incorporation 
                was adopted by the shareholders on June 3, 1997.

         3.     Article Third is amended to read as follows:

                THIRD. The aggregate number of shares, class and par value, 
                if any, which the corporation shall have authority to issue
                shall be 10,000,000 shares of common stock, each with a par 
                value of $.01.

         4.     Of the 3,400,000 shares outstanding, 3,400,000 of such shares 
                were entitled to vote on such amendment.

                The number of outstanding shares of any class entitled to 
                vote thereon as a class were as follows:

<TABLE>
<CAPTION>

                       Class                Number of Outstanding Shares
                       -----                ----------------------------
                       <S>                       <C>
                       Common                     3,400,000

</TABLE>

                                      -1-
<PAGE>

         5.     The number of shares voted for and against the amendment was 
                as follows:

<TABLE>
<CAPTION>

                  Class           No. Voted For           No. Voted Against
                  -----           -------------           -----------------
                  <S>               <C>                     <C>
                  Common            3,304,255               12,230
</TABLE>

         6.     If the amendment changed the number of par value of 
                authorized shares having a par value, the amount in dollars
                of authorized shares having a par value as changed is:  
                $100,000.

                If the amendment changed the number of authorized shares 
                without par value, the authorized number of shares without par
                value as changed and the consideration proposed to be received 
                for such increased authorized shares without par value as are 
                to be presently issued are:

                       N/A

         7.     If the amendment provides for an exchange, reclassification, 
                or cancellation of issued shares, or a reduction of the number
                of authorized shares of any class below the number of issued 
                shares of that class, the following is a statement of the manner
                in which such reduction shall be effected:

                       N/A

         IN WITNESS WHEREOF, the undersigned, Tom. W. Olofson, President, has 
executed this instrument and Robert C. Levy, its Secretary has affixed its 
corporate seal hereto and attested said seal on the 24 day of February, 
1998.

   PLACE CORPORATE
      SEAL HERE

                                       ELECTRONIC PROCESSING, INC.


                                       By:  /s/ Tom W. Olofson
                                          ------------------------------
                                            Tom W. Olofson, President



                                                   FILED AND CERTIFICATE
                                                          ISSUED
  
                                                        FEB 26 1998
                                                 /s/ Rebecca McDowell Cook
                                                     SECRETARY OF STATE

                                      -2-
<PAGE>

ATTEST:

By: /s/ Robert C. Levy
   ---------------------------------
         Robert C. Levy, Secretary



STATE OF KANSAS    )
                   ) ss
COUNTY OF WYSADATTE)


         I, the undersigned, a Notary Public, do hereby certify that on this 
24th day of February, 1998, Tom W. Olofson personally appeared before me who, 
being by me first duly sworn, declared that he is the President of Electronic 
Processing, Inc., that he signed the foregoing document as President of the 
corporation, and that the statements therein contained are true. 


NOTARIAL SEAL      /s/ JUDY E. SCHUBERGER
                   --------------------------
                                Notary Public

My commission expires  5/7/2001
     

NOTARY PUBLIC
STATE OF KANSAS
JUDY E. SCHUBERGER
MY APPT. EXP. 5/7/2001

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