State of Delaware

                        Office of the Secretary of State
                  ---------------------------------------------

  I, EDWARD J. FREEL,  SECRETARY  OF STATE OF THE STATE OF  DELAWARE,  DO HEREBY
 CERTIFY  THE  ATTACHED  IS A  TRUE  AND  CORRECT  COPY  OF THE  CERTIFICATE  OF
 INCORPORATION OF "MILINX MARKETING GROUP, INC."

FILED IN THIS OFFICE ON THE TENTH DAY OF DECEMBER, A.D. 1998, AT 9 O'CLOCK A.M.

  A FILED COPY OF THIS  CERTIFICATE  HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY
RECORDER OF DEEDS.




                                              /S/  Edward J. Freel
[Graphic Omitted]                   --------------------------------------
                                             Edward J. Freel, Secretary of State
                                             Authentication:  9455006
                                             Date:  12-11-98



<PAGE>


                                                            STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                     DIVISION OF CORPORATIONS
                                                 FILED ON 09:00 AM 12/10/1998
                                                          981476254 - 2977488

                          CERTIFICATE OF INCORPORATION
                                       OF
                          MILINX MARKETING GROUP, INC.

         The  undersigned,  a natural  person,  for the purposed of organizing a
corporation  for conducting the business and  promotional  purposes  hereinafter
stated,  under the provisions and subject to the requirements of the laws of the
State of Delaware  (particularly Chapter 1, title 8 of the Delaware Code and the
acts amendatory  thereof and  supplemental  thereto,  and known,  identified and
referred to as the "General  Corporation Law of the State of Delaware"),  hereby
certifies that:

     First: The name of the corporation (hereinafter called the Corporation") is

                          MILINX MARKETING GROUP, INC.

         Second: The address,  including street, number, city, and county of the
registered  office of the  Corporation  in the State of  Delaware is 1013 Centre
Road,  City of  Wilmington  19805,  County  of New  Castle;  and the name of the
registered  agent of the  Corporation  at said  address is  Corporation  Service
Company.

         Third:  The nature of the business and the purposes to be conducted and
promoted by the Corporation shall be to engage in any lawful act or activity for
which corporations may be organized under the laws of the State of Delaware.

         Fourth:  The total  number of shares which the  Corporation  shall have
authority to issue shall be 50,000,000 Shares. Par value of said shares shall be
$.001.  Said shares shall  consist of  45,000,000  Common  Shares and  5,000,000
Preferred Shares. Shares of a Class may be increased or decreased (but not below
those outstanding)  without an affirmative vote of that Class. Each Common Share
shall have one vote, and each Preferred Share or Series  thereof,  shall have no
votes or such votes per share as may be specified in the  Designation  of Rights
and  Preferences  for said  Preferred  Shares  or Series  thereof.  The Board of
Directors of the  Corporation is authorized,  to the maximum extent  provided by
law, unless otherwise  provided herein, to provide for the issuance of Preferred
Shares or to provide  for the  issuance of shares of  Preferred  Stock in one or
more series,  to  establish  from time to time the number of shares in each such
series,  and to fix the  designations,  voting powers,  preferences,  rights and
qualifications,  limitations or restrictions of the shares of Preferred Stock or
such Series. Shares may be redeemable or convertible on such terms as conditions
as may be determined by the Board of Directors.

                                        1


<PAGE>


         Fifth:  The name and address of the incorporator is as follows:

         Bruce A. Butcher, JSD
         Butcher & Williams, P.S.
         Suite 3827 1001 Fourth Avenue
         Seattle, WA  98154

         Sixth:   The Corporation shall have perpetual existence.

     Seventh:  The Directors shall have the power to adopt,  amend or repeal the
By-Laws except as otherwise provided by the By-Laws.

         Eighth:  The personal  liability of the Directors of the Corporation is
eliminated  to the  fullest  extent  permitted  by the  provisions  of P. (8) of
subsection  (b) of  ss.102  of the  General  Corporation  Law  of the  State  of
Delaware, as the same may be amended and supplemented.

     Ninth: The Corporation  expressly elects not to be governed byss.203 of the
General Corporation Law of the State of Delaware.

         Tenth: The Corporation  shall have the power to indemnify those persons
whom it may indemnify under ss. 145 of the General  Corporation Law of the State
of Delaware to the maximum extent provided by law.

     Eleventh:  The number of Directors  which the  Corporation  shall initially
have shall be three, whose names and addresses are:

Maynard L. Dokken          Mikiko Fujisawa           Barry W. Phillips
3827 1001 Fourth Avenue    3827 1001 Fourth Avenue   3827 1001 Fourth Avenue
Seattle, WA  98154         Seattle, WA  98154        Seattle, WA  98154

The number of Directors  which the Corporation may hereafter have may be more or
less than three,  and shall be as  determined  by  Directors  resolution  or the
By-Laws.

         Twelfth:  The Corporation  reserves the right to amend this Certificate
from time to time and in any manner as may be  permitted  by law, and all rights
granted hereunder are subject to such reservation.

The effective time of this Certificate and the time when its corporate existence
shall commence shall be the date of filing hereof.

Signed this 10th day of December, 1998

By /s/ Bruce A. Butcher
-------------------------------------------
Bruce A. Butcher, JSD Incorporator

                                        2


<PAGE>


                                State of Delaware

                        Office of the Secretary of State
                  ---------------------------------------------

  I, EDWARD J. FREEL,  SECRETARY  OF STATE OF THE STATE OF  DELAWARE,  DO HEREBY
 CERTIFY  THE  ATTACHED  IS A  TRUE  AND  CORRECT  COPY  OF THE  CERTIFICATE  OF
 INCORPORATION OF "MILINX MARKETING GROUP, INC."

FILED IN THIS OFFICE ON THE ELEVENTH DAY OF FEBRUARY,  A.D.  1999,  AT 9 O'CLOCK
A.M.

  A FILED COPY OF THIS  CERTIFICATE  HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY
RECORDER OF DEEDS.




                                       /S/  Edward J. Freel
[Graphic Omitted]            --------------------------------------
                                      Edward J. Freel, Secretary of State
                                      Authentication:  9573046
                                      Date:  02-11-99



<PAGE>


                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                          MILINX MARKETING GROUP, INC.

Pursuant  to ss.  241 of the  Corporate  Code  of the  State  of  Delaware,  the
undersigned,  being the  designated  Officer  for the  execution  hereof for the
Corporation,  MILINX  MARKETING  GROUP,  INC.  (the  "Corporation")  does hereby
Certify as follows:

First:   The name of this Corporation is MILINX MARKETING GROUP, INC.

Second:  The Certificate of  Incorporation of the Corporation was filed with the
Secretary of State of the State of Delaware on December 10, 1998.

Third:  No  shares of the  Corporation  have been  issued  or  payment  received
therefore.

Fourth: The Certificate of Incorporation of the Corporation is hereby amended to
add a new  Article  Thirteen  to provide  for  increases  and  decreases  in the
authorized  number  of  common  shares  by a vote  of all of the  shares  of the
corporation  notwithstanding the provisions of 8 Delaware Code ss. 242(b)(2) (as
amended  from time to time) which  provides  for a class vote for such  changes,
accordingly  Article Thirteen of the Certificate of Incorporation shall be added
as follow:

Article "Thirteen"

         "The number of authorized Common Shares may increased or decreased (but
not below the number of shares thereof then outstanding) by the affirmative vote
of the  holders of a majority of the stock of the  corporation  entitled to vote
irrespective of  ss.242(b)(2) of the Delaware  Corporate Code (as it may be from
time to time amended)."

Fifth: This amendment to the Certificate of Incorporation of the Corporation was
approved by a majority of its Board of  Directors,  no shares having been issued
and no payment  having been received  therefore ad was duly adopted  pursuant to
ss. 241 of the Delaware Corporate Code.


In Witness  whereof,  the  undersigned  designated  Officer  has  executed  this
Certificate this 10th day of February, 1999.

                           Milinx Marketing Group, Inc.
                           By:  /s/  Maynard L. Dokken
                           Maynard L. Dokken, President, Designated Officer

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED ON 09:00 AM 2/11/1999
991055576 - 2977488


<PAGE>





                               STATE OF WASHINGTON

                                [GRAPHIC OMITTED]

                               SECRETARY OF STATE

I, RALPH MUNRO,  Secretary of State of the State of Washington  and custodian of
its seal, hereby issue this

                            CERTIFICATE OF AUTHORITY

                                       To

                           MILINX BUSINESS GROUP, INC.

A Delaware Profit Corporation.  An Application for this Certificate of Authority
to transact business or conduct affairs in Washington State was filed for record
in this office on the date indicated below.

UBI Number:  601958964                               Date  June 04, 1999

[Graphic Omitted]                        Given under my hand and the Seal of the
State of Washington at Olympia, the State
Capital

                                            /s/ Ralph Munro
                                            -----------------------------------
                                            Ralph Munro, Secretary of State



<PAGE>


                               STATE OF WASHINGTON

                                [GRAPHIC OMITTED]

                               SECRETARY OF STATE

I, RALPH MUNRO,  Secretary of State of the State of Washington  and custodian of
its seal, hereby issue this

                     CERTIFICATE OF EXISTENCE/AUTHORIZATION

                                       OF

                           MILINX BUSINESS GROUP, INC.

         I FURTHER CERTIFY that the records on file in this office show that the
above  named  profit  corporation  was  formed  under  the laws of the  State of
Delaware and was issued a  Certificate  of Authority  in  Washington  on June 4,
1999.


         I  FURTHER  CERTIFY  that  as of  the  date  of  this  certificate,  no
Certificate  of  Withdrawal  has been filed,  and that the  corporation  is duly
authorized  to  transact  business  in  the  corporate  form  in  the  State  of
Washington.

                                                     Date  June 7, 1999

[Graphic Omitted]                        Given under my hand and the Seal of the
State of Washington at Olympia, the State
Capital

                                       /s/ Ralph Munro
                                       -----------------------------------------
                                       Ralph Munro, Secretary of State



<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                          MILINX MARKETING GROUP, INC.
                     ---------------------------------------

MILINX MARKETING GROUP, INC., a corporation  organized and existing under and by
virtue of the  general  corporation  Law of the State of  Delaware,  DOES HEREBY
CERTIFY:

     FIRST: That the Board of Directors of said  corporation,  at a meeting duly
convened and held, adopted the following resolution:

         RESOLVED that the Board of Directors  hereby  declares it advisable and
in the best  interest of the Company that Article  FIRST of the  Certificate  of
Incorporation be amended to read as follows:

         FIRST:  The name of this corporation shall be:

                           MILINX BUSINESS GROUP, INC.

         SECOND: That the said amendment has been consented to and authorized by
the holders of a majority of the issued and outstanding stock entitle to vote by
written  consent given in accordance  with the  provisions of Section 228 of the
General Corporation Law of the State of Delaware.

         THIRD. That the aforesaid amendment was duly adopted in accordance with
the applicable  provisions of Section 242 and 228 of the general Corporation Law
of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by
Mikiko Fujisawa this 5th day of May A.D. 1999.

                              /s/ Mikiko Fujisawa
                              -----------------------------------------
                              Authorized Officer
                              Mikiko Fujisawa (Secretary)



<PAGE>


                                State of Delaware

                        Office of the Secretary of State
                  ---------------------------------------------

I,EDWARD  J.  FREEL,  SECRETARY  OF STATE OF THE  STATE OF  DELAWARE,  DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE  CERTIFICATE OF AMENDMENT
OF "MILINX  BUSINESS  GROUP,  INC." FILED IN THIS OFFICE ON THE SIXTEENTH DAY OF
JUNE, A.D. 1999, AT 9:05 O'CLOCK A.M.

  A FILED COPY OF THIS  CERTIFICATE  HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY
RECORDER OF DEEDS.




                                          /S/  Edward J. Freel
[Graphic Omitted]               --------------------------------------
                                         Edward J. Freel, Secretary of State
                                         Authentication:  9811826
                                         Date:  06-17-99


<PAGE>


                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION

                                       OF

                           Milinx Business Group, Inc.

Milinx Business Group,  Inc., a corporation  organized and existing under and by
virtue of the General  Corporation Law of the State of Delaware (the "Company"),
does hereby certify:

         FIRST:  That Article FOURTH of the Certificate of  Incorporation of the
Company is hereby  amended by  increasing  the number of shares of Preferred and
Common Stock authorized and by adding to the end thereof a new paragraph reading
in its entirety as follows:

         "The total number of shares which the Corporation  shall have authority
to issue shall be 250,000,000  Shares.  Par value of said shares shall be $.001.
Said shares shall consist of 210,00,000  Common Shares and 40,000,000  Preferred
Shares.  Shares of a Class may be increased  or  decreased  (but not below those
outstanding)  without an affirmative vote of that Class. Each Common Share shall
have one vote, and each Preferred Share, or Series thereof,  shall have no votes
or such votes per share as may be  specified  in the  Designation  of Rights and
Preferences for said Preferred Shares or Series thereof.  The Board of Directors
of the Corporation is authorized,  to the maximum extent provided by law, unless
otherwise provided herein, to provide for the issuance of Preferred Shares or to
provide for the issuance of shares of Preferred Stock in one or more series,  to
establish from time to time the number of shares in each such series, and to fix
the designations,  voting powers,  preferences,  conversion  rights,  rights and
qualifications  limitations or  restrictions of the shares of Preferred Stock or
such Series. Shares may be redeemable or convertible on such terms as conditions
as may be determined by the Board of Directors."

"The issued and outstanding  shares of common stock, of the Company shall be and
hereby are reclassified and subdivided into a greater number of shares of common
stock,  as the case may be, at a ratio of 1:2,  such that each  share of common,
stock issued and outstanding  shall be  reclassified  subdivided into and become
respectively  two shares of common stock.  Fractional  shares resulting from the
reclassification and combination shall be rounded to the nearest thousandth of a
share; shares or rights convertible into common shares prior to the date of this
Certificate  shall be  convertible  in two  shares  for each one  common  shares
provided in such  conversion  right unless  right is provided in the  conversion
instrument."


<PAGE>


         SECOND That the  foregoing  amendment  was duly adopted by the Board of
Directors and  stockholders  of the Company in accordance with the provisions of
Sections 228 and 242 of the General Corporation Law of the State of Delaware.

     THIRD:  That the effective date of this  Certificate of Amendment  shall be
midnight on the day it is filed with the Secretary of State.

         IN  WITNESS  WHEREOF,  the  Company  has  caused  this  Certificate  of
Amendment  to be signed by its duly  authorized  officer  this 14th day of June,
1999.

                                            Milinx Business Group, Inc.
                                            By:  /s/  Mikiko Fujisawa
                                           -------------------------------------
                                            Mikiko Fujisawa, Vice President
                                            Designated Officer for Signature


<PAGE>


                                State of Delaware

                        Office of the Secretary of State
                  ---------------------------------------------

I,EDWARD  J.  FREEL,  SECRETARY  OF STATE OF THE  STATE OF  DELAWARE,  DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE  CERTIFICATE OF AMENDMENT
OF "MILINX  BUSINESS  GROUP,  INC." FILED IN THIS OFFICE ON THE SIXTEENTH DAY OF
JUNE, A.D. 1999, AT 9 O'CLOCK A.M.

  A FILED COPY OF THIS  CERTIFICATE  HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY
RECORDER OF DEEDS.




                                             /S/  Edward J. Freel
[Graphic Omitted]                  --------------------------------------
                                            Edward J. Freel, Secretary of State
                                            Authentication:  9817823
                                            Date:  06-21-99


<PAGE>


                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION

                                       OF

                           MILINX BUSINESS GROUP, INC.


         Pursuant to ss. 242 of the Corporate Code of the State of Delaware, the
undersigned,  being the Secretary for the execution hereof for this Corporation,
MILINX BUSINESS GROUP INC (the "Corporation") does hereby Certify as follows:

First:   The name of this Corporation is MILINX BUSINESS GROUP, INC.

Second:  The Certificate of  Incorporation of the Corporation was filed with the
Secretary of State of the State of Delaware on December 10, 1998.

Third: Shares of the Corporation have been issued for payment therefore.

Fourth: The Certificate of Incorporation of the Corporation is hereby amended by
Amending  the  Designations  of  Rights of  Series A Shares  by  increasing  the
authorized  number of said Shares to 15,000,000 from 5,000,000 and by increasing
the  conversion  ratio to common shares  provided in ss. 5(c) from 2 shares to 3
shares for each  Series A Preferred  Share as stated in the Amended  Designation
attached hereto.

Fifth: This amendment to the Certificate of Incorporation of the Corporation was
approved  by a majority  of its Board of  Directors,  and by a majority  consent
action of the Series A Preferred  Shares and an absolute  majority of all shares
of the Corporation entitled to vote thereon.

In Witness wereof, the undersigned  Secretary has executed this Certificate this
14th day of June, 1999.

                                            Milinx Business Group, Inc.

                                            By:  /s/  Mikiko Fujisawa
                                           -------------------------------------
                                            Mikiko Fujisawa, Vice President
                                            Designated Officer for Signature


<PAGE>


                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                           MILINX BUSINESS GROUP, INC.

         Pursuant to ss.242 of the Corporate Code of the State of Delaware,  the
undersigned,  being the  designated  Officer for the  execution  hereof for this
Corporation,  MILINX  BUSINESS  GROUP,  INC.,  (the  "Corporation")  does hereby
Certify as follows:

First: The name of this Corporation is MILINX BUSINESS GROUP, INC.

Second: The Certificate of  Incorporation  of the Corporation was filed with the
     Secretary of State of the State of Delaware on December 10, 1998.

Third: The Series A  Preferred  Shares of the  Corporation  have been issued for
     payment  received  therefore.  There have been no Series B Preferred Shares
     issued.

Fourth: The Certificate of Incorporation of the Corporation is hereby amended by
     amendment to the Certificate of Designation of Rights of Series A Preferred
     Shares as set out in attached Exhibit "A" and summarized as follows:

     ss.7(a) to eliminate  the power to restrict the powers and  preferences  by
     other Series of preferred shares.

Fifth: The Certificate of  Incorporation of the Corporation is hereby amended by
     amendment of the Certificate of Designation of Rights of Series B Shares as
     set out in attached Exhibit "B" and summarized as follows:

     ss.1(a), (b), 2(a) to decrease the preference amount from $4.00 to $3.00;

     ss.3(a) to clarify the voting rights  respecting  voting  equivalent to the
     common shares into which Preferred Series B may be converted;

     ss.4(a) to permit conversion after December 31, 1999; (h) by decreasing the
     anti-dilution from $2.00 to $1.00; and

     ss.5(a) to eliminate  the power to restrict the powers and  preferences  by
     other Series of Preferred Shares.

Sixth: This amendment to the Certificate of Incorporation of the Corporation was
     approved by a majority of its Board of Directors, and by a majority consent
     action of the Series A  Preferred  Shares and an  absolute  majority of all
     shares of the Corporation entitled to vote thereon.




In Witness  whereof,  the  undersigned  designated  Officer  has  executed  this
Certificate this 29th day of September, 1999.



                                    Milinx Business Group, Inc.



                                    By: /s/
                                       -------------------------
                                   Milalas Fujisawa Designated Officer



<PAGE>



                            CERTIFICATE OF AMENDMENT

                                     TO THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                          Milinx Business Group, Inc.

Milinx.  Business Group, Inc., a corporation organized and existing under and by
virtue of the General  Corporation Law of the State of Delaware (the "Company"),
does hereby certify:

FIRST: That Article FOURTH of the Certificate of Incorporation of the Company is
hereby amended to provide for a consolidation  of issued and outstanding  shares
of Common Stock by adding to the end thereof a new paragraph reading as follows:

"As at,  the date of this  Cdrtificate,  the issued  and  outstanding  shares of
common stock -of the Company shalt-be,  and hereby are reclassified and combined
into a. lesser number of shares of cornmon stock, as the case may be, at a ratio
of 2:1,

 ..--such,:th       ch      -two.       ~QQmmon       stock       issued      and
-outstanding~,shal-l-L.,b.e--,~,.--,,~ml,-  reclassified  and  combined,inte-and
become respectively one share of common. Fractional shares resulting- from*--the
reclassification  and combination shall -be~-- rounded to the nearest thousandth
of  a  share.  Shares  or  rights  convertible  into  comm-on'shares   prior  to
the-,dat,04-thi~s Certificate shall be convertible in V2 ~share --o I n

for-each " .e. common-%share- ovided in- such conversion right .unless an~_!?..
adjustment right is provided iii1hetonversion instrument."

SECOND:  That the,  Certificate of  Incorporation  of the  Corporation is hereby
amended by amendment of the  Certificate  of  Designation  of Rights of Series B
Shares as follows:

ss. I (a), (b), 2(a) to decrease the preference amount from $3.00 to $2.00.

THIRD: That the foregoing amendments were duly adopted by the Board of Directors
and  stockholders  of the Company in accordance  with the provisions of Sections
228 and 242 of the General Corporation Law of the State of Delaware.

FOURTH:  That the  effective  date of this  Certificate  of  Amendment  shall be
midnight on the day it is filed with the Secretary of State.

IN WITNESS  WHEREOF,  the Company has caused this Certificate of Amendment to be
signed by its duly authorized officer this 4th day of November, 1999.

MILINX AUSINES S_ GROUP, INC.

s              e

MikikoT!i'aN,/a, le'-Vresident
Designated Officer for Signature




<PAGE>

                            CERTIFICATE OF AMENDMENT

                                     TO THE

                           CERTIFICATE OF INCORPORATION

                                       OF

                           MILINX BUSEMS GROUP, INC.

Milinx  Busiam  Group,  Inc. a  corporation  organized  and mdsting under and by
virtue of the General Corporation Law of the State of Delaware- (the "Company"),
does hereby certify:

FIRST:  The Certificate of Incorporation of the Company in effict as of the date
and time of filing of-this  Certificate shall be amended to include an mirortasc
in its  authorized  preferred:stock  and to provide  fbr a  non-voting  advisory
board, as follows:

ARTICU, FOURTH: Article Fourth sWl be amended to increase the
authorized numberofpmftred sham from 40,000,000 to 100,000,000.

ARTICLE FOURTEENTH    A new Article Fourteenth isadded to read as follows:

 .'The Board of Dirwtors may  establish  one or more Boards of Advisors who shall
be  non-voting  wid may be provided  compensation  for  services in  conjunction
dmrAth.  The Board of Di=tors may provide that all or individual  members of one
or more of such Boards sW be given notice of all Board of Directors meetings and
the right to attend and make comments therein."

SECOND.-  That the  fbregoing  amendments  were  duly  adopted  by the  Board of
Directors and  stockholders  of the Company in amordwme  with the  provisions of
Sections 228 and 242 of the Ge=al Corporation Law of the State of Delaware.

IN WITNESS WHERBOF, the Congmy has caused this Certificate of
Amendment  to be signed by its dWy  authorized  officer this I e day of January,
2000.

MILINX BUSINESS GROUP, INC.

By: /S/

Designated Officer