ARTICLES OF AMENDMENT
                                     TO THE

                            ARTICLES OF INCORPORATION

                                       OF
                         ELECTRONIC FAB TECHNOLOGY CORP.

              Pursuant to the provisions of the Colorado Corporation Code, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:

         1.  The name of the corporation is ELECTRONIC FAB TECHNOLOGY CORP.

         2. The following amendment to the Articles of Incorporation was
adopted on January 26, 1994, as prescribed by the Colorado Corporation Code, by
a vote of the shareholders. The number of shares voted for the amendment was
sufficient for approval.

         3. The Articles of Incorporation are hereby amended by striking
out the whole of subparagraph (a) of Article Two and inserting in lieu thereof a
new subparagraph (a) of Article Two reading in its entirety as follows:

                 (a) Total Capital. The total number of shares of
            capital stock that the Corporation shall have authority to
            issue is 50,000,000, of which 45,000,000 shares shall
            become common stock with a par value of $0.01 per share
            ("Common Stock") and 5,000,000 shares shall be preferred
            stock with a par value of $0.01 per share ("Preferred
            Stock").

         4. The Articles of Incorporation are hereby amended by inserting a
new subparagraph (b) to Article Two, which subparagraph (b) shall read in its
entirety as follows:

                 (b) Preferred Stock. The Corporation's Board is
            authorized, subject to limitations prescribed by law and
            to the provisions of this Article, to divide the Preferred
            Stock into series and fix and determine the relative
            rights and preferences of the shares of any series so
            established. The authority of the Board with respect to
            each series shall, to the extent allowed by the Colorado
            Corporation Code or any successor statute (the "Colorado
            Corporation Code"), but subject to the qualifications,
            limitations and restrictions set forth in this Article,
            include, without limitation, the authority to establish
            and fix the following:

                     (1)  the number of shares initially constituting
            such series and the distinctive designation of such
            series;

                     (2)  whether such series shall have any dividend
            rights, and, if so, the dividend rate on the shares of
            such

                                           -1-


<PAGE>



            series, the time of payment of such dividends, whether
            such dividends are cumulative and the date from which any
            dividends shall accrue;

                     (3) whether any of the shares of such series
            shall be redeemable, and, if so, the price (or method of
            determining the price) at which and the terms and
            conditions of redemption;

                     (4) whether such series shall have a sinking fund
            or reserve account for the redemption or purchase of
            shares of such series, and, if so, the terms and amount of
            such sinking fund or reserve account;

                     (5)  the rights of the shares of such series upon
            the  voluntary  or  involuntary  liquidation,  dissolution
            or winding up of the Corporation;

                     (6)  the voting powers, full or limited, if any,
            of shares of that series; and

                     (7) whether such series shall have conversion
            privileges, and, if so, the terms and conditions of such
            conversion privileges including provisions, if any, for
            adjustment of the conversion rate and for payment of
            additional amounts by holders of shares of that series
            upon exercise of such conversion privileges.

                 The Board is expressly authorized to vary the
            provisions relating to the foregoing matters between the
            various series of Preferred Stock, but, unless otherwise
            specified in any Board resolution designating a series of
            Preferred Stock, in all other respects the shares of each
            series shall be identical with each other regardless of
            series. Any of the terms of a series of Preferred Stock
            may be made dependent upon facts ascertainable outside of
            these Articles of Incorporation and the Board resolution
            designating the series, provided that the manner in which
            such facts shall operate upon such series is clearly and
            expressly set forth in these Articles of Incorporation or
            in the Board resolution designating the series.

         5. The Articles of Incorporation are hereby amended by
redesignating subparagraphs (b) and (c) of Article Two as in effect prior to
this amendment as subparagraphs (c) and (d), respectively, of Article Two.

                                       -2-


<PAGE>


         6. The Articles of Incorporation are hereby amended by adding the
following clause at the beginning of what will be clause (d) of Article Two
after giving effect to this amendment: "Except as otherwise provided in any
Board resolution designating a series of Preferred Stock,".

         7. The Articles of Incorporation are hereby amended by inserting a
new subparagraph (f) to Article Three, which subparagraph (f) shall read in its
entirety as follows:

            (f) Special Director. Notwithstanding the foregoing,
            whenever the holders of any one or more classes or series
            of preferred stock issued by the Corporation shall have
            the right, voting separately by class or series, to elect
            directors at an annual or special meeting of shareholders,
            the election, term of office, filling of vacancies and
            other features of such directorships shall be governed by
            the provisions of these Articles of Incorporation,
            including any applicable resolutions of the Board of
            Directors adopted pursuant to Article Two hereof.
            Directors so elected shall not be divided into classes and
            shall be elected by such holders annually unless expressly
            provided otherwise by those provisions or resolutions,
            and, during the prescribed terms of office of those
            directors, the Board of Directors shall consist of a
            number of directors equal to the number of those directors
            plus the number of directors determined as provided in
            paragraph (a) of this Article Three.

         8. Except as amended hereby, the provisions of the Articles of
Incorporation, as heretofore amended, shall remain in full force and effect.

            Dated: January 26, 1994

                                       ELECTRONIC FAB TECHNOLOGY CORP.



                                       By:  /s/ Ken Schultz
                                            Ken Schultz
                                            President

                                       and:  /s/ Sophia Montoya
                                             Sophia Montoya
                                             Assistant Secretary

                                       -3-


<PAGE>