Exhibit 3.1
                              Amended and Restated
                            ARTICLES OF INCORPORATION
                                       OF
                              EARTH SCIENCES, INC.


                                    ARTICLE I
                                    ---------

     The name of the corporation is EARTH SCIENCES, INC.

                                   ARTICLE II
                                   ----------

     The nature, objectives and purposes of the business to be transacted by
the corporation shall be:

     1. To prospect,  explore,  purchase or otherwise acquire, either absolutely
or conditionally, and either solely or jointly with others, to sell, dispose of,
and deal in lands  and  interests  in and over  lands  and  properties  of every
description including mines, works, steamships,  railways,  tramways,  telegraph
and telephone lines, wharves, docks, canals, waterways, electric light and power
plants, quarries,  forests, pits mills, buildings,  machinery,  mining, milling,
concentrating,  smelting, refining, and manufacturing plants, ores and minerals,
and  claims  and  interests  therein,   and  shares  in  the  capital  stock  of
corporations  owning or operating the same, in any part of the world,  upon such
terms and in such manner as may be deemed advisable;  to develop,  improve,  and
work the same; to conduct mining operations of every kind, and to operate plants
for reducing, smelting, and refining ores, minerals matte, and bullion; to enter
into  contracts  with  other  persons,  firms  or  corporations  (including  any
corporation  in which the  directors  of this company may be  interested,  or of
which they may be officers or directors, or which may be the owner of a large or
controlling interest of the stock of this company)for the reduction,  treatment,
smelting, and refining of the ores, minerals,  matte and bullion produced by the
corporation hereby organized; to search for, obtain, and disseminate information
as to mines, mining districts, mining claims, water claims, water rights and any
other rights,  claims,  and property;  to examine,  investigate,  and secure the
titles to lands,  mines,  minerals  ores, and mining or other rights and claims,
and interests therein,  in any part of the world; to employ and send to any part
of the world,  and to pay the fees,  costs,  charges,  and expenses of,  agents,
including  persons and  corporations,  mining  experts,  legal counsel,  and all
persons  useful in  examining,  investigating,  and securing the title to lands,
mines, minerals,  ores, mining and other rights and claims, or interest therein,
in any part of the world; to print, publish,  advertise,  and circulate reports,
maps, plans, prospectuses,  and documents of every kind whatsoever,  directly or
indirectly relating to lands, mines, minerals, ores, and mining or other rights,
concessions, and claims in any part of the world, or to the title thereto, or to
the  organization,  operations,  and  objects of this  company,  or of any other
company.

     2. to manufacture,  sell,  import,  export,  purchase,  hold, own,  assign,
transfer,  invest,  trade,  and  deal in or with all  kinds  of ores,  minerals,
metals, and the products and by-products thereof, and goods, wares, merchandise,
and other  materials and property of every class and  description  necessary for
the  convenient  and  proper   accomplishment  of  the  purposes  or  objectives
enumerated herein; to acquire,  transport,  ship, buy, sell,  contract for, deal
in,  engage in trade or commerce in, or  otherwise  dispose of products of ores,
mineral substances,  mineral compounds,  metals, and intermediate  metallurgical
compounds or substances obtained from the mining, production,  manufacturing, or
refining of ores, minerals or metals which are for export or are to be exported,
or are in the course of being  exported,  or have been  exported from the United
States, to any foreign nation;  or to act as the agent,  broker,  consignee,  or
factor for others in respect to the foregoing.

     3. To carry on the business of advisors,  consultants,  and managers in any
or all fields of the earth sciences;  to engage in a general  counseling service
and to gather, compile, and disseminate information, data, and advice in respect
to matters of a commercial,  financial,  statistical,  professional and business
nature,  and to render and furnish  services  pertinent  thereto;  to enter into
agreements with any corporation,  association,  individual, or enterprise and to
carry on and  undertake any business and to render any service which it may seem
to the company capable of being  conveniently  carried on in connection with the
above, and in promoting,  advising,  consulting with, maintaining, and operating
any business enterprise;  to contract for, acquire, plan,  superintend,  manage,
operate,  cooperate  with,  and assist  in, the  maintenance  and  operation  of
business  enterprises  of any and every kind,  and to do and carry on such other
work of every kind and of any and every nature; to own, operate,  mange, assist,
finance, audit, supervise, and otherwise deal with corporations, associations,


                                       


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business,  financial, and other enterprises; and to aid and assist in any manner
any corporation,  association or reorganization with which this company may have
business relations.

     4. To engage in any lawful act or activity  for which  corporations  may be
organized under the laws of the State of Colorado.

     5. The foregoing enumeration of purposes shall not be deemed to limit or to
restrict in any manner the exercise of other and further rights and powers which
may now or hereafter  be allowed or permitted by law; the purposes  specified in
each of the  paragraphs  of this Article II shall not be restricted by reference
to or inference from the terms of any other paragraph,  but shall be regarded as
independent purposes.

                                   ARTICLE III
                                   -----------

     The affairs and management of this  corporation are to be under the control
of a Board of  Directors.  The number of directors  shall be as specified in the
By-laws of the  corporation,  but in no event shall there be fewer than three or
more than fifteen directors of the corporation

                                   ARTICLE IV
                                   ----------

     The  aggregate  number  of  shares  which the  corporation  shall  have the
authority to issue shall be 25,000,000, which shall consist of a single class of
shares designated "Common Stock" of par value of one cent per share.

                                    ARTICLE V
                                    ---------

     All stock shall be fully paid and nonassessable.

                                   ARTICLE VI
                                   ----------

     The stockholders of this  corporation  shall not have a preemptive right to
subscribe  to any or all  issues  of  stock or  other  securities  of any or all
classes of stock of the  corporation  or  securities  convertible  into stock or
which carry stock purchase warrants or privileges.

                                   ARTICLE VII
                                   -----------

     Cumulative voting shall not be allowed.

                                  ARTICLE VIII
                                  ------------

     The principal place of business of said corporation shall be Georgetown, in
the County of Clear Creek,  State of Colorado,  and the principal office of said
corporation  shall be 1700  Broadway,  Denver,  Colorado  80202 or at such other
location as the Directors of the corporation shall hereafter select.

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