EXHIBIT 3.10

                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                     PELICAN PROPERTIES, INTERNATIONAL CORP.

Pursuant to Section 607.1006 of the Business Corporation Act of the State of
Florida, the undersigned President of Pelican Properties, International Corp.
(the "Company") a corporation organized and existing under and by virtue of the
Business Corporation Act of the State of Florida, bearing Document No. L77616,
does hereby certify:

That pursuant to the Written Consent of the Directors and Majority Shareholders
of said Corporation dated June 29, 1997 and the Unanimous Written Consent of the
Board of Directors of said Corporation dated June 24, 1997, the Shareholders and
Directors approved an amendment to the Corporation's Articles of Incorporation
as follows:

Article IV of the Certificate of Incorporation of this Corporation is amended
and restated to read in its entirety as follows:

                                   ARTICLE IV
                                  CAPITAL STOCK

         1.       The maximum number of shares that this Corporation shall be
                  authorized to issue and have outstanding at any one time shall
                  be One Hundred and One Million (101,000,000) shares which are
                  to be divided into two classes as follows:

                  100,000,000 shares of common stock with a par value of $.001
                  per share and 1,000,000 shares of Preferred Stock at a par
                  value of $.001 per share. Series of the Preferred Stock may be
                  created and issued from time to time, with such designations,
                  preferences, conversion rights, cumulative, relative,
                  participating, optional or other rights, including voting
                  rights, qualifications, limitations or restrictions thereof as
                  shall be stated and expressed in the resolution or resolutions
                  providing for the creation and issuance of such series of
                  Preferred Stock as adopted by the Board of Directors pursuant
                  to the authority in this paragraph given.

         2.       The Board of Directors of the Corporation desires, pursuant to
                  its authority as aforesaid, to determine and fix the rights,
                  preferences, privileges and restrictions relating to a class
                  of said Preferred Stock to be

Roxanne K. Beilly, Esq., FL Bar #851450
Atlas, Pearlman, Trop & Borkson, P.A.
200 East Las Olas Boulevard, Suite 1900
Fort Lauderdale, Florida 33301
Phone No: (954) 763-1200

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                  A. Designation and Number of Shares. The Preferred Stock shall
         be designated "Series A Convertible Cumulative Preferred Stock" of a
         par value of f$.001 per share, and the number of shares constituting
         the Series A Preferred Stock shall be 195,907 shares.

                  B. Dividend Rights. The holders of shares of Series A
         Preferred shall be entitled to receive a cumulative annual dividend of
         6% of the stated value of the Series A Preferred Stock of $1.50 per
         share ("Stated Value") on January 1, of each year commencing January 1,
         1998, or $.09 per share, payable in cash or Common Stock of the
         Corporation (i.e., based on the equivalent fair market value of Common
         Stock of the Corporation).

                  C. Conversion Rights. Holders of the Series A Preferred Stock
         will have the right to convert each share of Series A Preferred Stock
         into the Corporation's Common Stock (calculated as to each conversion
         to the nearest share) at any time at a conversion ratio of one share of
         Series A preferred Stock for one share of Common Stock. In the event
         the Series A Preferred Stock is not converted by December 31, 1999, the
         Corporation shall have the right to cause the remaining outstanding
         shares of Series A Preferred Stock to be converted into Common Stock of
         the Corporation at the aforementioned conversion rate. In the event the
         Series A Preferred Stock is not converted by either of the holders
         thereof or by the Corporation, the Series A Preferred Stock will
         continue to subsist as established. No fractional share or scrip
         representing a fractional share will be issued upon conversion of the
         Series A Preferred Stock. In the event of any reclassification, merger,
         consolidation or change of shares of the Series A Preferred Stock
         and/or the Common Stock of the Corporation, the Corporation shall make
         adjustments to the conversion ratio which shall be as nearly equivalent
         to that stated above as may be practical.

                  The conversion price will be subject to adjustment in certain
         events, including (i) the issuance of capital stock as a dividend or
         distribution on Common Stock, (ii) subdivision, combinations, reverse
         stock splits and reclassification of the Common Stock, and (iii) the
         fixing of a record date for the distribution to all holders of Common
         Stock of evidence of indebtedness or assets (other than cash dividends)
         of the Corporation or subscription rights or warrants.

                  Adjustment in the conversion price may be postponed until the
         cumulative effect of any adjustments amount to 1% or more of the
         conversion price. The Corporation agrees to use its best efforts at all
         times to reserve or hold available a sufficient number of shares of
         Common

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         Stock to cover the number of shares issuable on conversion of the
         Series A Preferred Stock.

                  The holder shall effect conversions by surrendering the
         certificate or certificates representing the shares of Series A
         Preferred Stock to be converted to the legal counsel for the Company,
         with a copy thereof to the Company, together with the form of
         conversion notice attached to the certificate. Each conversion notice
         shall specify the number of shares of Preferred Stock to be converted
         and the date on which such conversion is to be effected, which date may
         not be prior to the date the holder delivers such conversion notice by
         facsimile (the "Conversion Date"). If no Conversion Date is specified
         in a conversion notice, the Conversion Date shall be the date that the
         conversion notice is delivered. Each conversion notice, once given,
         shall be irrevocable. If the holder is converting less than all shares
         of Series A Preferred Stock represented by the certificate or
         certificates tendered by the holder with the conversion notice, or if a
         conversion hereunder cannot be effected in full for any reason, the
         Company shall convert up to the number of shares of Series A Preferred
         Stock which can be so converted and shall promptly deliver to such
         holder a certificate for such number of shares as have not been
         converted.

                  Shares of Series A Preferred Stock converted into Common Stock
         shall be canceled and shall have the status of authorized but unissued
         shares of undesignated Preferred Stock.

                  D. Redemption. The Company shall have the right, exercisable
         at any time upon ten (10) trading days notice to the holders of the
         Series A Preferred Stock given at any time to redeem, from funds
         legally available therefor at the time of such redemption, all or any
         portion of the shares of Series A preferred Stock which have not
         previously been converted or redeemed, at a price equal to 117.6% of
         the product of (i) the number of shares of Preferred Stock then held by
         the holder and (ii) the Stated Value, subject to adjustment pursuant to
         the terms hereof. The entire redemption price shall be paid in cash.
         The holders of the Series A Preferred Stock do not have the right to
         require the Corporation to redeem their shares of Series A Preferred
         Stock.

                  E. Voting Rights. Except as provided by law, the Series A
         Preferred Stock shall not be entitled to vote on matters submitted to a
         vote of the shareholders of the Corporation. Unless the vote or consent
         of the holders of a greater number of shares is required by law, the
         consent of the holders of at least a majority of all of the Series A
         Preferred Stock at the time outstanding shall be necessary to change,
         alter or revoke the rights and preferences conferred on the Series A
         Preferred Stock by the

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         Articles of Incorporation or to adopt any amendment to the Articles of
         Incorporation materially adversely affecting the rights of the holders
         of the Series A Preferred Stock.

                  F. Liquidation Rights. In the event of any liquidation,
         dissolution or winding up of the Corporation, holders of the Series A
         Preferred Stock shall be entitled to receive, after due payment or
         provision for payment for the debts and other liabilities of the
         Corporation, a liquidating distribution before any distribution may be
         made to holders of Common Stock of the Corporation. The holders of the
         Series A Preferred Stock outstanding shall be entitled to receive an
         amount equal to $1.50 per share, plus declared dividends to the date of
         the final distribution, whether or not such liquidation, dissolution or
         winding up is voluntary or involuntary on the part of the Corporation.

                  G. Miscellaneous. The Series A Preferred Stock has no
         preemptive rights. The Corporation reserves the right to issue up to an
         additional 804,093 shares of Preferred Stock, representing the balance
         of the authorized Preferred Stock, with designations and preferences as
         the Board of Directors shall determine. The Series A Preferred Stock
         and the Common Stock into which such Series A Preferred Stock is
         convertible, when issued will be legally issued, fully paid and
         non-assessable.

                  Any and all notices of other communications or deliveries to
         be provided by the holders of the Series A Preferred Stock hereunder,
         including, without limitation, any conversion notice, shall be in
         writing and delivered personally, by facsimile, sent by a nationally
         recognized overnight courier service or sent by certified or registered
         mail, postage prepaid, addressed to the attention of the Chief
         Executive Officer of the Company at the facsimile telephone number or
         address of the principal place of business of the Company. Any and all
         notices or other communications or deliveries to be provided by the
         Company hereunder shall be in writing and delivered personally, by
         facsimile, sent by a nationally recognized overnight courier service or
         sent by certified or registered mail, postage prepaid, addressed to
         each holder of Series A Preferred Stock at the facsimile telephone
         number or address of such holder appearing on the books of the Company,
         or if no such facsimile telephone number or address appears, at the
         principal place of business of the holder. Any notice or other
         communication or deliveries hereunder shall be deemed given and
         effective on the earliest of (i) the date of transmission, if such
         notice or communication is delivered via facsimile at the facsimile
         telephone number specified in this Section prior to 4:30 p.m. (Eastern
         Time), (ii) the date after the date of transmission, if such notice or
         communication is delivered via facsimile at the facsimile telephone
         number specified in this Section later


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         than 4:30 p.m. (Eastern Time) on any date and earlier than 11:59 p.m.
         (Eastern Time) on such date, (iii) four days after deposit in the
         United States mails, (iv) the Business Day following the date of
         mailing, if sent by nationally recognized overnight courier service, or
         (v) upon actual receipt by the party to whom such notice is required to
         be given.

The foregoing amendment was adopted by all of the Directors and a majority of
the Shareholders of the corporation pursuant to a Written Consent on June 24,
1997 and June 29, 1997, respectively, pursuant to section 607.0821 and Section
607.0704, respectively, of the florida Business Corporation Act. Therefore, the
number cast for the amendment to the Corporation's Articles of Incorporation was
sufficient for approval.

IN WITNESS WHEREOF, the undersigned, being the President of this Corporation,
has executed these Articles of Amendment as of September 9, 1997.

                                        PELICAN PROPERTIES, INTERNATIONAL CORP.


                                        By:  /s/ Jane Bergman
                                            ---------------------------------
                                            Jane Bergman, President