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             CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
                         (After issuance of Stock)         Filed by:

                           Las Vegas Gaming, Inc.

We the undersigned President and Secretary of Las Vegas Gaming, Inc.
do certify:

That the Board of Directors of said corporation at a meeting duly convened,
held on the 2nd day of May, 2000, adopted a resolution to amend the original
articles as follows:

Article VI is hereby amended to read as follows:

"ARTICLE VI - CAPITAL STOCK:

The amount of the total authorized capital stock of the Corporation, and the
number and
par value of the shares of which it is to consist is 30,000,000 shares,
divided into classes as follows:

5,000,000 shares shall be Preferred Stock, $0.001 par value per share
("Preferred Stock");

25,000,000 shares shall be Common Stock, $0.001 par value per share ("Common
Stock"); and

Shares of any class of stock of the Corporation may be issued for such
consideration and for each corporate purpose as the Board of Directors may
from time to time determine.  The capital stock, after the amount of the
subscription price (which shall not be less than the par value) has been
paid in, shall not be subject to any assessments.

The following is a description of the different classes and a statement of
the relative rights of the holders of the Preferred Stock and the Common
Stock.

Preferred Stock

The Board of Directors of the Corporation is authorized at any time and from
time to time to provide for the issuance of shares of Preferred Stock of the
Corporation in one or more series with such voting power, full or limited, or
without voting powers, and with such designations, preferences and relative,
participating optional or other special rights, and qualifications,
limitations or restrictions thereof as are stated and expressed in these
Articles of Incorporation, and, to the extent not so stated or expressed, as
may be stated and expressed in a resolution or resolutions establishing such
series and providing for the issuance thereof adopted by the Board of
Directors pursuant to the authority so to do which is hereby expressly vested
in it, including, without limiting the generality of the foregoing, the
following:

1.  the designation and number of shares of each such series;

2.  the dividend rate of each such series, the conditions and dates upon
    which such dividends shall be payable, the preference or relation of
    such dividends to dividends

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    payable on any other class or classes of capital stock of the Corporation,
    and whether such dividends shall be cumulative or non-cumulative;

3.  whether the shares of each such series shall be subject to redemption
    by the Corporation, and, if made subject to such redemption, the times,
    prices, rates, adjustments and other terms and conditions of such
    redemption;

4.  the terms and amount of any sinking or similar fund provided for the
    purchase or redemption of the shares of each such series;

5.  whether the shares of each such series shall be convertible into or
    exchangeable for shares of capital stock or other securities of the
    Corporation or of any other corporation, and, if provision be made for
    conversion or exchange, the times, prices, rates, adjustments and other
    terms and conditions of such conversion or exchange;

6.  the extent, if any, to which the holders of the shares of any series
    shall be entitled to vote as a class or otherwise with respect to the
    election of directors or otherwise;

7.  the restrictions and conditions, if any, upon the issue or release of
    any additional Preferred Stock ranking on a parity with or prior to such
    shares as to dividends or upon dissolution;

8.  the rights of the holders of the shares of such series upon the
    dissolution of, or upon the distribution of assets of, the Corporation,
    which rights may be different in the case of voluntary dissolution
    than the case of involuntary dissolution; and

9.  any other relative rights, preferences or limitations of shares of such
    series consistent with this Article VI and applicable law.

The powers, preferences and relative, participating, optional and other
special rights of each series of Preferred Stock of the Corporation, and
the qualifications, limitations or restrictions thereof, if any, may differ
from those of any and all other series at any time outstanding.  All shares
of any one series of Preferred Stock of the Corporation shall be identical
in all respects with all other shares of such series, except that shares of
any one series issued at different times may differ as to the dates from
which dividends thereon shall be cumulative.  Except as may otherwise be
required by law or these Articles of Incorporation, the terms of any series
of Preferred Stock may be amended without consent of the holders of any
other series of Preferred Stock or of any class of Common Stock of the
Corporation.

Common Stock

Voting Rights.

(a) Each share of Common Stock shall entitle the holder thereof to one vote
for each share held.

(b) No holder of Common Stock shall have the right to cumulate votes in the
election of Directors of the Corporation or for any other purpose.

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Dividends.

Subject to the rights of holders of Preferred Stock of the Corporation, the
holders of Common Stock shall be entitled to share, on a pro rata basis,
in any and all dividends, payable in cash or otherwise, as may be declared
in respect of their holdings by the Board of Directors from time to time out
of assets or funds of the Corporation legally available therefor.

Provisions Applicable to All Classes

Liquidation Rights.

In the event of any dissolution, liquidation or winding up of the affairs of
the Corporation, whether voluntary or involuntary, after payment or
provision for payment of the debts and other liabilities of the Corporation,
the holders of each series of Preferred Stock shall be entitled to receive,
out of the net assets of the Corporation, an amount for each share equal to
the amount fixed and determined in accordance with the respective rights and
priorities established by the Board of Directors in any resolution or
resolutions providing for the issuance of any particular series of Preferred
Stock before any of the assets of the Corporation shall be distributed or
paid over to holders of Common Stock.  After payment in full of said amounts
to the holders of Preferred Stock of all series, holders of Common Stock
shall be entitled to share in the remaining net assets of the Corporation,
such that an equal amount of net assets shall be allocated to each share
of Common Stock. A merger or consolidation of the Corporation with or into
any other corporation or a sale or conveyance of all or any part of the assets
of the Corporation (which shall not in fact result in the liquidation of the
Corporation and the distribution of assets to stockholders) shall not be
deemed to be a voluntary or involuntary liquidation or dissolution or winding
up of the Corporation within the meaning of this paragraph.

Pre-emptive Rights.

No stockholder of the Corporation shall, by reason of his holding any shares
of any class of the Corporation, have any pre-emptive or preferential right
to acquire or subscribe for any treasury or unissued shares of any class of
the Corporation now or hereafter to be authorized, or any notes, debentures,
bonds, or other securities convertible into or carrying any right, option or
warrant to subscribe for or acquire shares of any class of the Corporation
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 dividends or voting rights of such stockholder, and the Board of
Directors of the Corporation may issue shares of any class of this
Corporation, or any notes, debentures, bonds or other securities convertible
into or carrying rights, options or warrants to subscribe for or acquire
shares of any class of the Corporation, without offering any such shares of
any class of the Corporation, either in whole or in part, to be existing
stockholders of any class of the Corporation.

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Consideration for Shares.

The Common Stock or Preferred Stock shall be issued for such consideration
as shall be fixed from time to time by the Board of Directors.  In the
absence of fraud, the judgment of the Directors as to the value of any
property for shares shall be conclusive.  When shares are issued upon payment
of the consideration fixed by the Board of Directors, such shares shall be
taken to be fully paid stock and shall be non-assessable.

Stock Rights and Options.

The corporation shall have the power to create and issue rights, warrants
or options entitling the holders thereof to purchase from the corporation
any shares of its capital stock of any class or classes upon such terms and
conditions and at such times and places as the Board of Directors may
provide, which terms and conditions shall be incorporated in an instrument
or instruments evidencing such rights.  In the absence of fraud, the
judgement of the Directors as to the adequacy of consideration for the
issuance of such rights or options and the sufficiency thereof shall be
conclusive."


The number of shares of the corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation is 2,617,700 common shares.
Said change and amendment has been consented to and approved by a majority
vote of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.


/s/ Russell R. Roth
-------------------------
Russell R. Roth
President*

/s/ Mark Valenti
-------------------------
Mark F. Valenti
Secretary


State of Nevada          )
                         ) ss.
County of Clark          )

On June 2, 2000, personally appeared before me, a Notary Public, Russell
R. Roth, who acknowledged that he executed the above instrument.

/s/ Barbara Ray
-------------------------
Signature of Notary
Barbara Ray

(notary stamp or seal)                                     NOTARY PUBLIC
                                                         STATE OF NEVADA
*only the President's signature need be acknowledge.     County of Clark
                                                           BARBARA RAY
                                                       Appt. No. 94-4798-1
                                               My Appt. Expires June 22, 2002


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