Exhibit  1.2

                               STATE OF DELAWARE                         PAGE 1
                        OFFICE OF THE SECRETARY OF STATE

     I,  EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY  THE  ATTACHED  ARE  TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF
"CBCOM,  INC."  AS  RECEIVED  AND  FILED  IN  THIS  OFFICE.

THE  FOLLOWING  DOCUMENTS  HAVE  BEEN  CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE TWENTY-THIRD DAY OF APRIL, A.D. 1997, AT
5:30  O'CLOCK  P.M.
CERTIFICATE  OF  AMENDMENT,  FILED  THE  TENTH  DAY OF FEBRUARY, A.D. 1998, AT 9
O'CLOCK  A.M.
CERTIFICATE  OF  RESIGNATION  OF REGISTERED AGENT WITHOUT APPOINTMENT, FILED THE
TWENTY-SIXTH  DAY  OF  JANUARY,  A.D.  1999,  AT  10  O'CLOCK  A.M.
CERTIFICATE  OF  RENEWAL,  FILED  THE  SIXTEENTH  DAY  OF APRIL, A.D. 1999, AT 9
O'CLOCK  A.M.
CERTIFICATE  OF  AMENDMENT,  FILED  THE  EIGHTH  DAY OF OCTOBER, A.D. 1999, AT 9
O'CLOCK  A.M.











2741611  8100H     /seal  of  the  Secretary'  office/
       /Edward  J.  Freel/
 ___________________
       Edward  J.  Freel,  Secretary  of  State
AUTHENTICATION:  0029365
         DATE:  10-15-99




                                                    STATE  OF  DELAWARE
                                                    Secretary  of  STATE
                                                    DIVISION  OF  CORPORATION
                                                    FILED  05:30  PM  04/23/1997
                          CERTIFICATE  OF  INCORPORATION
                                       OF
                                  CBCOM,  INC.

                                       I.

The  name  of  this  Corporation  is  CBCom,  Inc.

                                       II.

     The  address  of  the  registered office of the Corporation in the State of
Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange
Street,  New  Castle  County,  Wilmington,  Delaware  19801, and the name of the
registered  agent  at  that  address  is  The  Corporation  Trust  Company.

                                      III.

     The  purpose  of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State  of  Delaware.

                                       IV.

     The  Corporation  is  authorized  to issue one class of stock designated as
"Common  Stock".  The  total  number  of shares of Common Stock authorized to be
issued  is  1,000  and  each  such  share  shall  have  a  par  value  of $0.01.

                                       V.

     The number of directors which shall constitute the whole Board of directors
shall  be fixed by, or in the manner provided in, the Bylaws of the Corporation.

                                       VI.

     In  furtherance  and  not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, repeal, alter, amend and
rescind  the  Bylaws  of  the  Corporation.





                                      VII.

     Election  of directors at an annual or special meeting of stockholders need
not  be by written ballot unless the Bylaws of the Corporation shall so provide.

                                      VIII.

     No  director  shall  be  personally  liable  to  the  Corporation  or  its
stockholders  for  monetary  damages for breach of fiduciary duty as a director;
provided  that this Article VIII shall not eliminate or limit the liability of a
director  (i)  for  any  breach  of  such  director's  duty  of  loyalty  to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which  involve  intentional  misconduct or a knowing violation of the law, (iii)
under  Section  174  of the General Corporation Law of the State of Delaware, or
(iv)  for  any transaction from which such director derives an improper personal
benefit.  If  the General Corporation Law of the State of Delaware 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 General
Corporation  Law  of  the  State  of  Delaware  as  so  amended.

                                       IX.

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

                                       X.

     The  name  and  mailing address of the incorporator of the Corporation are:

                        Name               Mailing  Address
                        ----               ----------------

                Vivian  S.  Godoy          c/o  Paul,  Hastings,  Janofsky
                                                 &  Walker,  LLP
                                                 555  South  Flower  St.
                                                 23rd  Floor
                                                 Los  Angeles,  CA  90071





     IN  WITNESS  WHEREOF,  this  Certificate has been signed on the 23rd day of
April,  1997.

                      /Vivian  Godoy
                      --------------
                      Vivian  S.  Godoy,  Incorporator





                                                    STATE  OF  DELAWARE
                                                    Secretary  of  STATE
                                                    DIVISION  OF  CORPORATION
                                                    FILED  09:00  AM  02/10/1998
                                                    981052465  -  2741611

                            CERTIFICATE OF AMENDMENT
                                 OF CBCOM, INC.
                             a Delaware corporation


   CBCOM, INC., a corporation organized and existing under and by virtue of the
    General Corporation Law of the State of Delaware (the "Corporation"), DOES
                                 HEREBY CERTIFY:

     FIRST:   The Corporation has not received any payment for any of its stock.

     SECOND:  The  amendments  to the Corporation's Certificate of Incorporation
set forth in the following resolutions were approved by the written consent of a
majority  of  the  Corporation's  Board  of  Directors  and were duly adopted in
accordance  with the provisions of Section 241 of the General Corporation Law of
the  State  of  Delaware:

     RESOLVED,  that  the  Certificate  of  Incorporation  of the Corporation be
amended  by  striking  the  last  sentence  of  Article  IV  in its entirety and
replacing  it  with  the  following:

     "The  total  number  of  shares  of Common Stock authorized to be issued is
100,000,000  and  each  such  share  shall  have  a  par  value  of  $0.001.






     IN  WITNESS  WHEREOF,  the  Corporation  has  caused this certificate to be
signed  by  Bernard  J. Luskin, its Chairman of the Board of Directors and Chief
Executive  Officer,  and  attested by Charles Lesser, its Secretary, this    5th
                                                                          ------
day  of  February,  1998.

                    By  /Bernard  J.  Luskins/
                        ---------------------
                        Bernard  J.  Luskin
                        Chairman  of  the  Board  of  Directors  and
                        Chief  Executive  Officer

ATTEST:

                        By  /Charles  A.  Lesser
                        ------------------
                        Charles  Lesser
                        Secretary





                                                      STATE  OF  DELAWARE
                                                      Secretary  of  STATE
                                                      DIVISION  OF  CORPORATION
                                                      FILED 10:00 AM 01/26/1999
                                                      991036613 - 2616255

                 CERTIFICATE OF RESIGNATION OF REGISTERED AGENT

     Pursuant  to  Section  136  of the General Corporation Law of Delaware, THE
CORPORATION TRUST COMPANY hereby resigns as Registered Agent of the corporations
listed  on  the  attached  Exhibit  A.

Written  notice of resignation was given to the corporation on December 21, 1998
by mail or delivery to the corporation at its last known address as shown on our
records,  said  date  being  at  least  30  days  prior  to  the  filing of this
Certificate  of  Resignation.

DATED:  JANUARY  26,  1999


     THE  CORPORATION  TRUST  COMPANY

     BY:  William  J.  Reif
   -----------------
    William  J.  Reif
    Assistant  Vice  President





                          THE CORPORATION TRUST COMPANY
                         AGENT RESIGNATIONS - EXHIBIT A
01/26/99                                        PAGE:  6

FILE
NUMBER     CORPORATION  NAME

2776217     CLEAN  SHOT  TECHNOLOGIES,  INC.
2756562     CLEARYTH,  INC.
2242404     CLEMENTON  PLAZA,  INC.
2151098     CLUB  SPORTS  INTERNATIONAL  -  CONCOURSE,  INC.
2275366     COASTAL  FINANCIAL  CONSULTANTS,  INC.
2200176     COLDWATER  CREEK  OPERATOR  CORP.
2149834     COLOR  SERVICES  INCORPORATED
2193536     COLOR  TILE  FRANCHISING,  INC.
0904478     COLUMBIA  MAINTENANCE  SERVICES,  INC.
2556126     COMMUNITY  ASSISTED  LIVING  CENTERS,  INC.
2354674     COMMUTER  LEASE  INC.
2773640     COMPILE  AMERICA  INC.
2607741     CONNECTICUT  VALLEY  SPORTS,  INC.
2191723     CONTAINER  TESTING  LABORATORY,  INC.
2428422     CONVENE  INTERNATIONAL,  INC.
2469749     CORAL  ROCK  INC.
2597447     CORBETT  &  CO.
2244837     CORPORATE  INVESTMENT  ASSOCIATES,  INC.
2327098     COSMOS  FACTORY,  INC.
2004759     COTE  D'AZUR  REALTY,  INC.
2624979     COUNCIL  ON  HEALTHCARE  PROVIDER  ACCREDITATION,  INC.
2286740     CRITERION  INFORMATION  SYSTEMS,  INC.
2305249     CUE  BIC  SYSTEMS,  INC.
2223464     CURATORS  CAPITAL  MANAGEMENT  INC.
2658461     CYBERTEL  NETWORK  SYSTEMS,  INC.
2336408     CYPRESS  POINT  TRADING  CO.
2320666     CYRUS  I.  HARVEY,  INC.
2119173     CACTUS,  INC.
2786155     CAJEN  INC.
2744462     CALIFORNIA  NO  NONSENSE  PROPERTY  MANAGEMENT  CORPORATION
2068008     CANADA  SQUARE  CORPORATION
2423161     CANAL+  PORTFOLIO,  INC.
2577206     CANGEN  INC.
2577205     CANLOAN  INC.
2577203     CANREO  INC.
2418412     CAREER  HOLDINGS,  INC.
2262924     CARIBBEAN  ENTERTAINMENT  COMPANY
2242428     CARIBBEAN  MARKETING,  INC.
2709264     CARL  ZEISS  IMT,  CORP.
2709263     CARL  ZEISS  OPTICAL,  INC.
0676430     CARLSON  &  SWEATT-MOKENCO,  INC.
2482106     CARLTON  INVESTORS  CORPORATION
2398397     CARRIBEAN  ISLAND  MANAGEMENT  INC.
2492091     CARSON-EUROPE,  INC.
2080208     CATALYST  CONSTRUCTION  CORPORATION  OF  CONNECTICUT
2741611     CBCOM,  INC.
0937190     CBD  PHARMACEUTICAL  CORPORATION
2139234     CBI  UNIFORMS,  INC.





                                   CERTIFICATE

             FOR RENEWAL AND REVIVAL OF CERTIFICATE OF INCORPORATION

     CBCom,  Inc.,  a  corporation  organized  under  the  laws of Delaware, the
Certificate  of  Incorporation of which was filed in the office of the Secretary
of  State  on April 23, 1997 and thereafter forfeited for failure to maintain an
agent,  now  desiring  to  procure a revival of its Certificate of Incorporaton,
hereby  certifies  as  follows:

     1.   The  name  of  the  corporation  is  CBCom,  Inc.

     2.   Its  registered  office  in  the  State of Delaware is located on 1209
Orange  Street,  City  of  Wilmington  County  of New Castle and the name of its
registered  agent  at  such  address  is  THE  CORPORATION  TRUST  COMPANY.

     3)   The  date  when  revival  of  the Certificate of Incorporation of this
corporation  is  to commence is the 24th day of February, 1999, same being prior
to  the  date the Certificate of Incorporation became forfeited.  Revival of the
Certificate  of  Incorporation  is  to  be  perpetual.

     4)  This  corporation  was  duly  organized  under the laws of Delaware and
carried on the business authorized by its Certificate of Incorporation until the
25th day of February, 1999 at which time its Certificate of Incorporation became
inoperative  and forfeited for failure to maintain an agent and this Certificate
of  Renewal  and  Revival is filed by authority of the duly elected directors of
the  corporation  with  the  laws  of  Delaware.

     IN WITNESS WHEREOF, said CBCom, Inc., in compliance with Section 312 of the
Title 8 of the Delaware Code has caused this Certificate to be signed by CHARLES
LESSER,  its last and acting Corporate Secretary & Chief Financial officer, this
11th  day  of  March,  1999.
     CBCom,  Inc.
                      By:  /Charles  A.  Lesser/
                      --------------------
                           CHARLES  LESSER
                    Corporate  Secy.  &  Chief  Financial  Officer

  STATE  OF  DELAWAR
  SECRETARY  OF  STATE
DIVISION  OF  CORPORATIONS
FILED  09:00  AM  04/16/1999
   991158822  -  2741611
     STATE  OF  DELAWARE
     SECRETARY  OF  STATE





                                 DIVISION  OF  CORPORATIONS
                                 FILED  09:00  AM  04/16/1999
                                 991158822  -  2741611

                           CERTIFICATE OF AMENDMENT OF

                          CERTIFICATE OF INCORPORATION

                                       OF
                                  CBCOM, INC.,
                             A Delaware Corporation

It  is  hereby  certified  that:

1.  The name of the corporation (hereinafter called the "corporation") is CBCom,
Inc.

2.  The  certificate  of  incorporation  of the corporation is hereby amended by
striking  out  Article  IV  thereof  and  by  substituting  in  lien thereof the
following  new  Article  IV:

                                       IV.

     "1.   Classes  of  Stock.  This  corporation  is  authorized  to  issue two
           -------------------
classes  of  stock to be designated, respectively, "Common Stock" and "Preferred
Stock."  The total number of shares which the corporation is authorized to issue
is  One  Hundred  Million (100,000,000) shares.  Of these shares, Eighty Million
(80,000,000)  shares  shall  be  Common  Stock,  par value $0.001 per share, and
Twenty  Million  (20,000,000)  shares shall be Preferred Stock, par value $0.001
per  share.

     2.    Rights,  Preferences  and  Restrictions  of  Preferred  Stock.  The
           -------------------------------------------------------------
Preferred  Stock  authorized  hereby  may be issued from time to time in series.
The  Board  of  Directors  is  hereby  authorized  to  fix  or alter the rights,
preferences,  privileges  and  restrictions  grant  to  or  imposed  upon  such
additional  series of Preferred Stock, and the number of shares constituting any
such series and the designation thereof, or any of them.  The Board of Directors
is  also authorized to decrease the number of shares of any series subsequent to
the  issue  of  that series, but not below the number of shares of such a series
then  outstanding.  In  the  case the number of shares of any series shall be so
decreased,  the  shares constituting such decrease shall resume the status which
they had prior to the adoption of the resolution originally fixing the number of
shares  of  such  series."


Upon the filing in the office of the Secretary of State of the State of Delaware
of  this  Certificate  of  Amendment  of Article IV, twenty million (20,000,000)
shares  of the corporation's authorized but unissued shares of Common Stock, par
value  $0.001  per  share,  will be converted and reclassified as twenty million
(20,000,000) shares of authorized but unissued Preferred Stock, par value $0.001
per  share,  of  the  corporation.


                                        1



3.   The amendment of the certificate of incorporation herein certified has been
duly  adopted  in  accordance with the provisions of Sections 228 and 242 of the
General  Corporation  Law  of  the  State  of  Delaware.

Signed  on:  September  27,  1999.
      -  -  -



                                /Signature/
                                -----------
                                Max  Sun,  President

                                /Signature/
                                -----------
                                Charles  Lesser,  Secretary






































                                        2