Exhibit 3.1



                              Articles of Amendment
                     Restating the Articles of Incorporation
                                       of
                        Dental Patient Care America, Inc.


         Dental Patient Care America, Inc., a corporation duly organized and
existing under the laws of the State of Utah, hereby amends its Articles of
Incorporation in accordance with the provisions of ss. 16-10a-1001 et seq. of
the Utah Revised Business Corporation Act, as amended, as follows:

         FIRST: The Articles of Incorporation of Dental Patient Care America,
Inc. are hereby amended and restated in their entirely as follows:


         FIRST: The name of the corporation is

         DENTAL PATIENT CARE AMERICA, INC.

         SECOND: The nature of the business or objects or purposes to be
transacted, promoted or carried on are any lawful activities for which
corporations may be organized under the Utah Revised Business Corporation Act.

         THIRD: This corporation is authorized to issue a total of 25,000,000
shares of stock consisting of 20,000,000 shares of common stock with a par value
of one mill ($0.001) per share and 5,000,000 shares of preferred stock with a
par value of one mill ($0.001) per share.

         The voting powers, rights and privileges vested in the holders of
shares of the common stock shall be as provided by the Utah Revised Business
Corporation Act without modification in these Articles. The board of directors
may issue the preferred stock in one or more series having such preferences,
dividends, voting rights and other provisions as the board of directors shall
provide by resolution at the time a series of preferred stock is created and
designated according to the Utah Revised Business Corporation Act.

         No shareholder of this corporation shall by reason of his holding
shares of any class have any preemptive or preferential right to purchase or
subscribe to any shares of any class of this corporation, now or hereafter to be
authorized, or of any notes, debentures, bonds or other securities convertible
into or carrying options or warrants to purchase shares of any class, now or
hereafter to be authorized, whether or not the issuance of any such shares, or
such notes, debentures, bonds or other securities, would adversely affect the
dividend or voting rights of such stockholder, other than such rights, if any,
as the board of directors in its discretion from time to time may grant, and at
such price as the board of directors in its discretion may fix; and the board of
directors may issue shares of any class of this corporation, or any notes,
debentures, bonds or other securities convertible into or carrying options or
warrants to purchase shares of any class, without offering any such shares of
any class, either in whole or in part, to the existing stockholders of any
class.

         FOURTH: The corporation is to have perpetual existence.

         FIFTH: The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatever.

         SIXTH: The number of directors of the corporation shall be fixed and
regulated by the bylaws. An increase in the number of directors at any time
shall be deemed to create vacancies in the board, to be filled in the manner
provided by the bylaws. Until otherwise provided, the board of directors of the
corporation shall consist of three (3) directors.

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         SEVENTH: In furtherance and not in limitation of the powers conferred
by statute, the board of directors is expressly authorized:

         To make, alter or repeal the bylaws of the corporation.

         To authorize and cause to be executed mortgages and liens upon the real
and personal property of the corporation.

         To fix the amount to be reserved as working capital over and above the
capital stock paid in.

         To determine from time to time whether and to what extent and at what
times and places and under what conditions and regulations the accounts and
books of this corporation (other than the stock ledger), or any of them, shall
be opened to inspection of stockholders; and no stockholder shall have any right
of inspecting any account book or document of this corporation, except as
conferred by statute, unless authorized by a resolution of the stockholders or
directors.

         To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

         By resolution passed by a majority of the whole board, to designate one
or more committees, each committee to consist of two or more of the directors of
the corporation, which, to the extent provided in the resolution or in the
bylaws of the corporation, shall have and may exercise the powers of the board
of directors in the management of the business and affairs of the corporation,
and may authorize the seal of the corporation to be affixed to all papers which
may require it. Such committee or committees shall have such name or names as
may be stated in the bylaws of the corporation or as may be determined from time
to time by resolution adopted by the board of directors.

         When and as authorized by the affirmative vote of the holders of a
majority of the stock issued and outstanding having voting power given at a
stockholders' meeting duly called for that purpose, or when authorized by the
written consent of the holders of a majority of the voting stock issued and
outstanding, to sell, lease or exchange all of the property and assets of the
corporation, including its goodwill and its corporate franchises, upon such
terms and conditions and for such consideration, which may be in whole or in
part shares of stock in, and/or other securities of, any other corporation or
corporations, as its board of directors shall deem expedient and for the best
interests of the corporation.

         This corporation in its bylaws may confer powers upon its directors in
addition to the foregoing and in addition to the powers and authorities
expressly conferred upon them by statute.

         EIGHTH: In the absence of fraud, no contract or other transaction
between this corporation and any other corporation or any partnership or
association shall be affected or invalidated by the fact that any director or
officer of this corporation is economically or otherwise interested in or is a
director, member or officer of such other corporation or of such firm,
association or partnership or is a party to or is economically or otherwise
interested in such contract or other transaction or in any connected with any
person or persons, firm, association, partnership or corporation economically or
otherwise interested therein; any director may be counted in determining the
existence of a quorum at any meeting of the board of directors of this
corporation for the purpose of authorizing any such contract or transaction with
like force and effect as if he were not so interested, or were not a director,
member or officer of such other corporation, firm, association or partnership.

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         NINTH:

                  A. To the fullest extent permitted by Utah Revised Business
         Corporation Act, as the same exists or may hereafter be amended, a
         director of the corporation shall not be personally liable to the
         corporation or its stockholders for monetary damages for breach of
         fiduciary duty as a director, except for liability (i) for any breach
         of the 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 law, or (iii)
         for any transaction from which the director derived an improper
         personal benefit.

                  B. 1. Each person who was or is made a party or is threatened
         to be made a party to or is involved in any action, suit or proceeding,
         whether civil, criminal, administrative or investigative (hereinafter a
         "proceeding"), by reason of the fact that he or she, or a person of
         whom he or she is the legal representative, is or was a director or
         officer, of the corporation or is or was serving at the request of the
         corporation as a director, officer, employee or agent of another
         corporation or of a partnership, joint venture, trust or other
         enterprise, including service with respect to employee benefit plans,
         whether the basis of such proceeding is alleged action in an official
         capacity as a director, officer, employee or agent or in any other
         capacity while serving as a director, officer, employee or agent, shall
         be indemnified and held harmless by the corporation to the fullest
         extent authorized by the Utah Revised Business Corporation Act, as the
         same exists or may hereafter be amended (but, in the case of any such
         amendment, only to the extent that such amendment permits the
         corporation to provide broader indemnification rights than said law
         permitted the corporation to provide prior to such amendment), against
         all expense, liability and loss (including attorneys' fees, judgments,
         fines, ERISA excise taxes or penalties and amounts paid or to be paid
         in settlement) reasonably incurred or suffered by such person in
         connection therewith and such indemnification shall continue as to a
         person who has ceased to be a director, officer, employee or agent and
         shall inure to the benefit of his or her heirs, executors and
         administrators; provided, however, that, except as provided in
         paragraph 2. hereof, the corporation shall indemnify any such person
         seeking indemnification in connection with a proceeding (or part
         thereof) initiated by such person only if such proceeding (or part
         thereof) was authorized by the board of directors of the corporation.
         The right to indemnification conferred in this Article shall be a
         contract right and shall include the right to be paid by the
         corporation the expenses incurred in defending any such proceeding in
         advance of its final disposition; provided, however, that, if the Utah
         Revised Business Corporation Act requires, the payment of such expenses
         incurred by a director or officer in his or her capacity as a director
         or officer (and not in any other capacity in which service was or is
         rendered by such person while a director or officer, including, without
         limitation, service, to an employee benefit plan) in advance of the
         final disposition of a proceeding, shall be made only upon delivery to
         the corporation of an undertaking, by or on behalf of such director or
         officer, to repay all amounts so advanced if it shall ultimately be
         determined that such director officer is not entitled to be indemnified
         under this Article or otherwise. The corporation may, by action of its
         board of directors, provide indemnification to employees and agents of
         the corporation with the same scope and effect as the foregoing
         indemnification of directors and officers.

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                           2. If a claim under paragraph 1. of this Section is
                  not paid in full by the corporation within thirty days after a
                  written claim has been received by the corporation, the
                  claimant may at any time thereafter bring suit against the
                  corporation to recover the unpaid amount of the claim and, if
                  successful in whole or in part, the claimant shall be entitled
                  to be paid also the expense of prosecuting such claim. It
                  shall be a defense to any such action (other than an action
                  brought to enforce a claim for expenses incurred in defending
                  any proceeding in advance of its final disposition where the
                  required undertaking, if any is required, has been tendered to
                  the corporation) that the claimant has not met the standards
                  of conduct which make it permissible under the Utah Revised
                  Business Corporation Act for the corporation to indemnify the
                  claimant for the amount claimed, but the burden of proving
                  such defense shall be on the corporation. Neither the failure
                  of the corporation (including its board of directors,
                  independent legal counsel, or its stockholders) to have made a
                  determination prior to the commencement of such action that
                  indemnification of the claimant is proper in the circumstances
                  because he or she has met the applicable standard of conduct
                  set forth in the Utah Revised Business Corporation Act, nor an
                  actual determination by the corporation (including its board
                  of directors, independent legal counsel, or its stockholders)
                  that the claimant has not met such applicable standard or
                  conduct, shall be a defense to the action or create a
                  presumption that the claimant has not met the applicable
                  standard of conduct.

                           3. The indemnification and advancement of expenses
                  incurred in defending a proceeding, as provided by this
                  Article, shall not be deemed exclusive of any other rights to
                  which those seeking indemnification may have or hereafter
                  acquire under any statute, by-law, agreement, vote of
                  stockholders or disinterested directors or otherwise, both as
                  to action in his or her official capacity and as to action in
                  another capacity while holding such office.

                           4. The corporation shall have power to purchase and
                  maintain insurance on behalf of itself and of any person who
                  is or was a director, officer, employee or agent of the
                  corporation, or is or was serving at the request of the
                  corporation as a director, officer, employee or agent of
                  another corporation, partnership, joint venture, trust or
                  other enterprise, against any such expense, liability or loss
                  asserted against him or her and incurred by him or her in any
                  such capacity, or arising out of his or her status as such,
                  whether or not the corporation would have the power to
                  indemnify him or her against such liability under the
                  provisions of this Article or as allowed under the Utah
                  Revised Business Corporation Act, as it may exist from time to
                  time.

         TENTH: Meetings of stockholders and directors may be held outside the
State of Utah, if the bylaws so provide. The books of the corporation may be
kept (subject to any provision contained in the statutes) outside the State of
Utah at such place or places as may be designated from time to time by the board
of directors or in the bylaws of the corporation. Elections of directors need
not be by ballot unless the bylaws of the corporation shall so provide.

         ELEVENTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in these articles of incorporation, in the manner
now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

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         TWELFTH:

                  A. Unless the conditions set forth in clauses l and 2 below
         are satisfied, there shall be no "Business Transaction," as defined
         below, between this corporation and a "Related Person", as defined
         below, except upon the affirmative vote of the holders of eighty
         percent (80%) of all the shares of stock of this corporation entitled
         to vote in elections of directors, considered for the purposes of this
         Article TWELFTH as one class.

                  The approval of eighty percent (80%) of the holders of stock
         of this corporation shall not be required for those Business
         Transactions involving a Related Person if (1) the Business Transaction
         has been approved by two-thirds of the "Continuing Directors" of the
         corporation, as defined, or (2) all of the following conditions are
         satisfied:

                           (a) the Business Transaction is a merger or
                  consolidation of the corporation and the amount paid per share
                  to the holders of common stock of the corporation is at least
                  equal in value to the highest amount paid by the Related
                  Person for a share of common stock of the corporation within
                  two years prior to the date such person became a Related
                  Person or in the transaction in which the Related Person
                  became a Related Person (the "Highest Purchase Price");

                           (b) after becoming a Related Person and prior to such
                  merger or consolidation, such Related Person did not acquire
                  any additional shares of voting stock of the corporation; and

                           (c) prior to consummation of the merger or
                  consolidation, such Related Person did not receive any
                  benefits from the corporation (except proportionately as a
                  shareholder) or cause any material change in the corporation's
                  business or equity capital structure.

                                    B. For purposes of this Article TWELFTH, a
                           "Business Transaction" shall mean one of the
                           following transactions involving this corporation and
                           a Related Person (other than where the Related Person
                           is participating proportionately as a shareholder):
                           (a) a merger or consolidation involving the
                           corporation or any of its subsidiaries, (b) the sale,
                           exchange or other disposition by the corporation or
                           any of its subsidiaries of assets constituting more
                           than twenty percent (20%) of the fair market value of
                           the total assets of the entity involved, (c) the
                           purchase or other acquisition by the corporation or
                           any of its subsidiaries of more than twenty percent
                           (20%) of the fair market value of the total assets of
                           the entity involved, (d) the issuance, transfer or
                           other disposition of any securities of the
                           corporation or of any of its subsidiaries, (e) any
                           recapitalization or reclassification of securities of
                           the corporation or other transaction that would have
                           the effect of in creasing the voting power of a
                           Related Person, (f) any liquidation, spin-off or
                           other dissolution of the corporation, and (g) any
                           agreement or other arrangement providing for any of
                           the transactions defined as a Business Transaction.

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                                    A "Related Person" for purposes of this
                           Article shall mean any person or entity which is the
                           "beneficial owner" directly or indirectly of shares
                           of stock of this corporation possessing more than ten
                           percent (10%) of the votes of the outstanding shares
                           of stock of this corporation entitled to vote in the
                           election of directors, considered for the purposes of
                           this Article TWELFTH as one class. For the purpose of
                           this Article TWELFTH, and without limiting the
                           definition of "beneficial owner" or "beneficially
                           own," any corporation, person or other entity shall
                           be deemed to be the "beneficial owner" of or to
                           "beneficially own" any share of stock of the
                           corporation: (a) which it has the right to acquire
                           either immediately or at some future date pursuant to
                           any agreement, or upon exercise of conversion rights,
                           warrants or options, or otherwise, or (b) which is
                           "beneficially owned," directly or indirectly
                           (including shares deemed owned through application of
                           the foregoing clause (a) of this paragraph), by any
                           other corporation, person or other entity either with
                           which it or its "affiliate" or "associate" has any
                           agreement, arrangement or understanding for the
                           purpose of acquiring, holding, voting or disposing of
                           stock of the corporation, or which is its "affiliate"
                           or "associate" as those terms are defined in Rule
                           12b-2 of the General Rules and Regulations under the
                           Securities Exchange Act of 1934 as in effect from
                           time to time or any successor provision. Also for
                           purposes of this Article TWELFTH, the "outstanding"
                           shares of any class of stock of the corporation shall
                           include shares deemed owned through application of
                           the foregoing clauses (a) and (b) of this paragraph,
                           but shall not include any other shares which may be
                           issuable either immediately or at some future date
                           pursuant to any agreement, or upon exercise of
                           conversion rights, warrants or options, or otherwise.

                                    For purposes of this Article TWELFTH, a
                           "Continuing Director" shall mean a director who was
                           elected by the public shareholders of the corporation
                           prior to the time that the Related Person became a
                           Related Person, or a person elected to succeed a
                           Continuing Director by a majority of the Continuing
                           Directors, so long as such Continuing Directors
                           constitute a majority of the board of directors of
                           the corporation both before and after the Business
                           Transaction.

                           C. This Article TWELFTH may not be amended, nor may
                  it be repealed in whole or in part, until authorized by the
                  favorable vote of not less than eighty percent (80%) of all of
                  the votes entitled to be cast thereon by the holders of the
                  issued and outstanding common stock of the corporation
                  entitled to vote in elections of directors, considered for the
                  purposes of this Article to be a Class, unless at the time any
                  such proposed amendment or repeal is submitted to vote of the
                  shareholders of the corporation entitled to vote there is no
                  Related Person, as defined, in which event this Article
                  TWELFTH may be so amended or repealed by the favorable vote of
                  not less than such number of votes as shall otherwise be
                  required by law at such time to effect such amendment or
                  repeal.

         SECOND: This Amendment was duly adopted by the sole director of the
Corporation by unanimous written consent on February 10, 1999.

<PAGE>

         THIRD: All shares of the corporation's capital stock are designated as
common stock. By unanimous written consent of the sole shareholder on February
10, 1999, representing all of the issued and outstanding shares of the
corporation's common stock outstanding as of the date of that action, all of
such shares were voted in favor. Thus 100% of the total outstanding shares
approved the Amended and Restated Articles of Incorporation

         In witness whereof, Dental Patient Care America, Inc. has caused its
corporate seal to be hereunto affixed and the certificate to be signed by
Michael Silva, its Chief Executive Officer and Robert Higginson, its Secretary,
as of the 15th day of February, 1999.

                                        DENTAL PATIENT CARE AMERICA, INC.

                                        By:  /s/    Michael Silva
                                            ------------------------------------
                                        Michael Silva, Chief Executive Officer

Attest:



By:  /s/  Marlon Berrett       (NO SEAL)
    --------------------------
    Marlon Berrett, Secretary


                            ACKNOWLEDGMENT AND NOTARY



STATE OF UTAH              )
                           : ss.
COUNTY OF SALT LAKE CITY   )

         BE IT REMEMBERED that on the 15th day of February, 1999, personally
appeared before me, a Notary Public in and for Salt Lake County, State of Utah,
Michael Silva and Marlon Berrett, personally known to be the Chief Executive
Officer and the Secretary, respectively, of Dental Patient Care America, Inc.,
and after being first duly sworn stated that they had duly executed the above
Amended and Restated Articles of Incorporation on behalf of Dental Patient Care
America, Inc. and did this in their capacities as Chief Executive Officer and
Secretary of that corporation, respectively, and that the seal affixed to such
Amended and Restated Articles of Incorporation was the corporate seal of Dental
Patient Care America, Inc.

         In Witness Whereof, I have hereunto set my hand and seal of office this
15th day of February, 1999.


                                                     /s/   Charlene Johnson
                                                     ---------------------------
                                                     Notary Public
                                                     Residing at: Salt Lake City