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                                                                     EXHIBIT 3.5

 
                  CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

                              ARTICLES OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION


Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned Seller adopts the following Articles of Amendment to its Articles of
Incorporation:

FIRST:    The name of the Corporation is Consolidated Capital of North America,
Inc. (the "Corporation").

SECOND:   The following amendment to the Articles of Incorporation was adopted 
on December 1, 1998, as prescribed by the Colorado Business Corporation Act, in
the manner marked with an X below:

[ ]  No Common Shares have been issued or Directors Elected - Action by 
     Incorporators

[ ]  No Common Shares have been issued but Directors Elected - Action by 
     Directors

[X]  Such amendment was adopted by the board of directors where Common Shares
     have been issued.

[ ]  Such amendment was adopted by a vote of the shareholders. The number of 
     Common Shares voted for the amendment was sufficient for approval.

THIRD:    ARTICLE IV of the Corporation's Articles of Incorporation is hereby
amended as follows:

Section 6.  Series D Preferred Shares

     A.   Designation and Authorized Number. One series of Preferred Shares,
designated "Series D 8% Convertible Preferred Shares" and hereinafter called
(the "Series D Preferred Shares") is hereby provided for, which shares shall
have the rights, privileges and preferences set forth below. The stated value of
the Series D Preferred Shares shall be $10,000 per share (the "Stated Value").
The number of shares constituting the Series D Preferred Shares shall be Three
Hundred Fifty (350).

     B.   Defined Terms.

     (1) The term "Dividend Parity Stock" as used herein shall be deemed to mean
all shares of Series A Preferred Shares, Series B Preferred Shares and Series C
Preferred Shares of

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the Corporation which shall rank equally to the Series D Preferred Shares as to
the payment of dividends. The term "Liquidation Parity Stock" as used herein
shall be deemed to mean all shares of Series A Preferred Shares, Series B
Preferred Shares and Series C Preferred Shares of the Corporation which shall
rank equally to the Series D Preferred Shares as to distribution of assets upon
liquidation.

     (2) The term "Dividend Junior Stock" as used herein shall be deemed to mean
the Common Shares and all other stock of the Corporation ranking junior to the
Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares
and Series D Preferred Shares as to the payment of dividends. The term
"Liquidation Junior Stock" as used herein shall be deemed to mean the Common
Shares and all other stock of the Corporation ranking junior to the Series A
Preferred Shares, the Series B Preferred Shares, Series C Preferred Shares and
the Series D Preferred Shares as to distribution of assets upon liquidation.

     C. Dividends. (1) The holders of record of the Series D Preferred Shares
shall be entitled to receive, out of any assets legally available for the
purpose, prior and in preference to any declaration or payment of any dividend
on any Dividend Junior Stock, dividends at the rate of $800 per share per annum
payable annually (when, as and if declared by the Board of Directors out of its
funds legally available for such purpose) on the first day of November of each
year, commencing November 1, 1999, to the holders of record on such date. Such
dividends shall be cumulative. The dividends shall be paid in cash or at the
option of the Corporation, dividends shall be paid in Common Shares of the
Corporation based on the average of the closing bid price of the Corporation's
Common Shares for the five consecutive trading days preceding the interest
payment due date.

     (2) Dividends shall accrue from the date of original issue of the Series D
Preferred Shares. Dividends which are not paid in full on any dividend payment
date will cumulate without interest until such accumulated dividends shall have
been declared and paid. Any declaration of dividends may be for a portion, or
all, of the then accumulated dividends. Any accumulated dividends which are not
paid will continue to cumulate in the manner described above.

     (3) Unless full cumulative dividends on outstanding Series D Preferred
Shares have been paid, no dividend or other distribution shall be declared or
paid on any Dividend Junior Stock and no amount shall be set aside or applied to
the redemption, purchase or other acquisition of any Dividend Junior Stock.

     D. Liquidation Preference.

     (1) Series D Preferred Shares. In the event of any liquidation, dissolution
or winding up of the Corporation, either voluntary or involuntary, the holders
of Series D Preferred Shares shall be entitled to receive, prior and in
preference to any distribution of any of the assets of the Corporation to the
holders of any Liquidation Junior Stock an amount per share equal to (i) $10,000
for each outstanding Series D Preferred Share and (ii) all accumulated but
unpaid dividends, if any, on each such Series D Preferred Share. If upon the
occurrence of such event, the assets and funds thus distributed among the
holders of the Liquidation Parity Stock shall be 


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insufficient to permit the payment to such holders of the full aforesaid
preferential amounts, then the entire assets and funds of the Corporation
legally available for distribution shall be distributed ratably among the
holders of the Liquidation Parity Stock in proportion to the number of shares of
such stock owned by each such holder.

     (2) Remaining Assets. After the distributions described in Section D(1)
have been paid, the remaining assets of the Corporation available for
distribution to shareholders shall be distributed among the holders of any
Liquidation Junior Stock pro rata based on the number of shares of any
Liquidation Junior Stock.

     (3) Treatment of Mergers, etc. Neither a consolidation, merger or share
exchange by the Corporation with or into any other corporation or corporations,
or a sale, conveyance or disposition of all or substantially all of the assets
of the Corporation shall be deemed to be a liquidation, dissolution or winding
up within the meaning of this Section D.

     E. Conversion. The holders of the Series D Preferred Shares shall have
conversion rights as follows (the "Conversion Rights"):

     (1) Conversion Rights. All Series D Preferred Share shall be convertible,
at the option of the holders of such shares, at any time after the thirtieth
(30th) day after the Common Shares underlying the Series D Preferred Shares have
been registered on a Registration Statement with the Securities and Exchange
Commission, at the office of the Corporation or any transfer agent for the
Series D Preferred Shares, into the number of fully paid and nonassessable
Common Shares of the Corporation at the conversion price per Series D Preferred
Share equal to $10,000 divided by ninety Five Percent (95%) of the arithmetic
average of the closing bid prices for each of the five trading days prior to the
exercise date of any such conversion.

     (2) Mechanics of Conversion. (i) No fractional shares of Common Stock shall
be issued upon conversion of the Series D Preferred Shares. In lieu of any
fractional share to which the holder would otherwise be entitled, the
Corporation shall round up to the nearest whole share. In the case of a dispute
as to the calculation of the Conversion Rate, the Corporation's calculation
shall be deemed conclusive absent manifest error. In order to convert Series D
Preferred Shares into full shares of Common Stock, the holder shall surrender
the certificate or certificates therefor, duly endorsed, by either overnight
courier or 2-day courier, to the office of the Corporation for the Series D
Preferred Shares, and shall give written notice to the Corporation at such
office that the holder elects to convert the same, the number of shares of
Series D Preferred Shares so converted and a calculation of the Conversion Rate
(with an advance copy of the certificate(s) and the notice by facsimile);
provided, however, that the Corporation shall not be obligated to deliver
certificates evidencing the shares of Common Stock issuable upon such conversion
unless certificates evidencing such Series D Preferred Shares are delivered to
the Corporation as provided above, or the holder notifies the Corporation that
such certificates have been lost, stolen or destroyed and executes an agreement
satisfactory to the Corporation to indemnify the Corporation from any loss
incurred by it in connection with such certificates.


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          (ii) The Corporation shall use reasonable efforts to cause to be 
issued and delivered within two (2) business days after delivery to the
Corporation of such Series D Preferred Shares, or after such agreement and
indemnification, to such holder of Series D Preferred Shares at the address of
the holder on the stock books of the Corporation, a certificate or certificates
for the number of shares of Common Stock to which he shall be entitled as
aforesaid. The date on which notice of conversion is given (the "Date of
Conversion") shall be deemed to be the date set forth in such notice of
conversion provided the original Series D Preferred Shares to be converted are
received by the Corporation within five (5) business days thereafter and the
person or persons entitled to receive the shares of Common Stock issuable upon
such conversion shall be treated for all purposes as the record holder or
holders of such shares of Common Stock on such date. If the original Series D
Preferred Shares to be converted are not received by the Corporation within five
(5) business days after the Conversion, the notice of conversion shall become
null and void.

     (3) Conversion Price Adjustments. The closing bid price used to determine
the Conversion Price shall be appropriately adjusted to reflect, as deemed
equitable and appropriate by the Corporation, any stock dividend, stock split or
share combination of the Common Stock. In the event of a merger, reorganization,
recapitalization or similar event of or with respect to the Corporation (a
"Corporate Change") (other than a Corporate Change in which all or substantially
all of the consideration received by the holders of the Company's equity
securities upon such Corporate Change consists of cash or assets other than
securities issued by the acquiring entity or any affiliate thereof), the Series
D Preferred Shares shall be convertible into such class and type or securities
as the Holder would have received had the Holder converted the Series D
Preferred Shares immediately prior to such Corporate Change, as appropriately
adjusted to equitably reflect the conversion price and any stock dividend, stock
split or share combination of the common stock after such corporate event.

     (4) Reservation of Stock Issuable Upon Conversion. The Corporation shall at
all times reserve and keep available out of its authorized but unissued Common
Shares solely for the purpose of effecting the conversion of the Series D
Preferred Shares such number of its Common Shares as shall from time to time be
sufficient to effect the conversion of all outstanding Series D Preferred
Shares; and if at any time the number of authorized but unissued Common Shares
shall not be sufficient to effect the conversion of all then outstanding Series
D Preferred Shares, in addition to such other remedies as shall be available to
the holder of such Series D Preferred Shares, the Corporation will take such
corporate action as may, in the opinion of its counsel, be necessary to increase
its authorized but unissued Common Shares to such number of shares as shall be
sufficient for such purposes.

     F. Corporate Events. In the event of (i) any declaration by the Corporation
of a record date of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend (other
than cash dividend) or other distribution or (ii) any capital reorganization of
the Corporation, any reclassification or recapitalization of the capital stock
of the Corporation, any merger or consolidation of the Corporation, and any
transfer of all or substantially all of the assets of the Corporation to any
other Corporation, or any other entity or person, or any voluntary or
involuntary dissolution, liquidation or winding up of the Corporation, the
Corporation shall mail to each holder of Series D Preferred Shares at least 20

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days prior to the record date specified therein, a notice specifying (A) the
date on which any such record is to be declared for the purpose of such dividend
or distribution and a description of such dividend or distribution, (B) the date
on which any such reorganization, reclassification, transfer, consolidation,
merger, dissolution, liquidation or winding up is expected to become effective
and (C) the time, if any, that is to be fixed, as to when the holders of record
of Common Stock (or other securities) will receive for securities or other
property deliverable upon such reorganization, reclassification, transfer,
consolidation, merger, dissolution or winding up.

     G. Voting Rights. (1) The Holders of the Series D Preferred Shares shall
not have any voting rights except as set forth below or as otherwise from time
to time required by law.

     (2) To the extent that under Colorado law the vote of the holders of the
Series D Preferred Shares, voting separately as a class, is required to
authorize a given action of the Corporation, the affirmative vote or consent of
the holders of at least a majority of the outstanding Series D Preferred Shares
shall constitute the approval of such action by the class. To the extent that
under Colorado law the holders of the Series D Preferred Shares are entitled to
vote on a matter with holders of Common Stock voting together as one class, each
Series D Preferred Shares shall be entitled to a number of votes equal to the
number of shares of Common Stock into which it is then convertible using the
record date for the taking of such vote of stockholders as the date as of which
the Conversion Price is calculated. Holders of the Series D Preferred Shares
shall be entitled to notice of all shareholder meetings or written consents with
respect to which they would be entitled to vote, which notice would be provided
pursuant to the Corporation's bylaws and applicable statutes.

     H. Protective Provisions. So long as the Series D Preferred Shares are
outstanding, the Corporation shall not take any action that would impair the
rights of the holders of the Series D Preferred Shares set forth herein and
shall not without first obtaining the approval (by vote or written consent, as
provided by law) of the holders of at least a majority in aggregate principal
amount of the Series D Preferred Shares then outstanding:

     (1) Alter or change the rights, preferences or privileges of the Series D
Preferred Shares so as to affect adversely the Series D Preferred Shares.

     (2) Create any new class or series of stock which ranks prior to the Series
D Preferred Shares with respect to dividends other than the Dividend Party
Stock, without the express written permission of the holders of the Series D
Preferred Shares for a period of not to exceed 90 days from the date of issuance
of the Series D Preferred Shares.

     I. Status of Converted Stock. In the event any Series D Preferred Shares
shall be converted pursuant to Section D hereof, the shares so converted shall
be canceled and shall not be reissuable by the Corporation.


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     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its authorized officer as of January 14, 1999.


[Corporate Seal]                                    CONSOLIDATED CAPITAL OF
                                                    NORTH AMERICA, INC.


                                                     By: /s/ Donald R. Jackson
                                                         ---------------------
                                                         Donald R. Jackson
                                                         Secretary