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                                                                     EXHIBIT 3.1

                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                              CYANOTECH CORPORATION

     The undersigned President and Secretary of Cyanotech Corporation restate
the Articles of Incorporation of Cyanotech Corporation as follows:

ARTICLE I

     NAME:  The name of the corporation is Cyanotech Corporation.

ARTICLE II

     REGISTERED OFFICE AND AGENT:  The address of the corporation's principal
office in Nevada is One East First Street, Reno, NV  89501.  The agent for
service of process at that address will be The Corporation Trust Company of
Nevada.

ARTICLE III

     PURPOSE:  The purposes for which the corporation is organized are to engage
in any activity or business not in conflict with the laws of the State of Nevada
or of the United States of America, and without limiting the generality of the
foregoing, specifically:

     1.   To have and to exercise all the powers now or hereafter conferred by
the laws of the State of Nevada upon corporations organized pursuant to the laws
under which the corporation is organized and any and all acts amendatory thereof
and supplemental thereto.

     2.   To discount and negotiate promissory notes, drafts, bills of exchange,
and other evidence of debts, and to collect for others money due them on notes,
checks, drafts, bills of exchange, commercial paper and other evidence of
indebtedness.

     3.   To purchase or otherwise acquire, own, hold, lease, sell, exchange,
assign, transfer, mortgage, pledge, or otherwise dispose of, to guaranty, to
invest, trade, and deal in and with personal property of every class and
description.

     4.   To enter into any kind of contract of agreement, cooperative or profit
sharing plan with its officers or employees that the corporation may deem
advantageous or expedient or otherwise to reward or pay such persons for their
services as the directors

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may deem fit.

     5.   To purchase, lease, or otherwise acquire, in whole or in part, the
business, the good will, rights, franchises and property of every kind, and to
undertake the whole or any part of the assets or liabilities, or any person,
firm, association, non-profit or profit corporation, or own property necessary
or suitable for its purposes, and to pay the same in cash, in the stocks or
bonds of this company or otherwise, to hold or in any manner dispose of the
whole or any part of the business or property so acquired and to exercise all of
the powers necessary or incidental to the conduct of such business.

     6.   To lend or borrow money and to negotiate and make loans, either on its
own account or as agent or broker for others.

     7.   To enter into, make, perform and carry out contracts of every kind and
for any lawful purpose, without limit as to amount, with any person, firm,
association, cooperative, profit or non-profit corporation, municipality, state
or government or any subdivision, district or department thereof.

     8.   To buy, sell, exchange, negotiate, or otherwise deal in, or
hypothecate securities, stocks, bonds, debentures, mortgages, notes or other
collateral or securities, created or issued by any corporation wherever
organized, including this corporation, within such limits as may be provided by
law, and while owner of any such stocks or other collateral to exercise all
rights, powers and privileges of ownership, including the right to vote the
same; to subscribe for stock in any corporation to be organized, other than to
promote the organization thereof.

     9.   To purchase or otherwise acquire, own, hold, lease, sell, exchange,
assign, transfer, mortgage, pledge, license or otherwise dispose of any letters,
patents, copyrights, or trademarks of every class and description.

     10.  To do any and all other such acts, things, business or businesses in
any manner connected with or necessary, incidental, convenient or auxiliary to
do any of these objects hereinbefore enumerated, or calculated, directly or
indirectly, to promote the interest of the corporation; and in carrying on its
purposes, or for the purpose of obtaining or furthering any of its business, to
do any and all acts and things, and to exercise any and all other powers which a
co-partner or natural person could do or exercise, and which now or hereafter
may be authorized by law, and here and in any other part of the world.

     11.  The several clauses contained in this statement of powers shall be
construed as both purposes and powers, and the statements contained in each of
these clauses shall be in no way limited or restricted, by reference to or
inference from, the terms of any

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other clauses, but shall be regarded as independent purposes and powers; and no
recitations, expression or declaration of specific or special powers or purposes
herein enumerated shall be deemed to be exclusive; but it is hereby expressly
declared that all other lawful powers not inconsistent herewith, are hereby
included.

ARTICLE V

     STOCK:    GENERAL PROVISIONS.

     The Corporation shall have the authority to issue thirty million
(30,000,000) shares of stock.  Of these shares, twenty-five million (25,000,000)
shares shall be common stock, par value $.005, having a total par value of
$125,000, and five million (5,000,000) shares shall be special or preferred
stock, par value $.001, having a total par value of $5,000.  Each common share
issued pursuant to this paragraph shall be fully paid and nonassessable.

     Except as provided herein with respect to the 12% Cumulative, Convertible
Preferred Shares -  Series A, no holder of shares of common, special or
preferred stock of the corporation shall be entitled, as such, to any preemptive
or preferential rights to subscribe to any unissued stock or any other
securities which the corporation may now or hereafter be authorized to issue.
The board of directors of the corporation may however, at its discretion, by
resolution determine that any unissued securities of the corporation shall be
offered for subscription solely to the holders of common, special or preferred
stock of the corporation or solely to the holders of any class or classes of
such stock, in such proportions based on stock ownership as said board at its
discretion may determine.

     Each share of common stock shall be entitled to one vote at shareholders
meetings, either in person or by proxy, except with respect to the election of
the one member of the board of directors designated as the member to be elected
by holders of 12% Cumulative, Convertible Preferred Shares - Series A.  Shares
of common stock shall have no vote in the election of the one director nominated
by holders of 12% Cumulative, Convertible Preferred Shares - Series A.  Shares
of 12% Cumulative, Convertible Preferred Shares - Series A shall have no vote
except that each such share shall be entitled to one vote at shareholders
meetings with respect to the election of the one member of the board of
directors designated to be elected by holders of 12% Cumulative, Convertible
Preferred Shares - Series A.  Cumulative voting in elections of directors and
all other matters brought before stockholders meetings, whether they be annual
or special, shall not be permitted.

     The board of directors is authorized to fix and determine the rights, 
conditions, restrictions, preferences, designations, limitations, and other 
terms of special or preferred stock by resolution, either in the resolution 
that provides for issuance of special or 

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preferred stock or in another resolution, including, without limitation, the 
following:

     Whether the stock to be issued will be one or more series of a class of
     stock;

     Voting powers or lack thereof;

     Whether the stock to be issued will be subject to redemption and the time
     or times and price or prices thereof;

     Dividends and the conditions, times, and rates thereof, whether payable in
     preference to or in relation to dividends payable on any other series or
     class or classes of stock and whether cumulative or non-cumulative;

     Rights upon dissolution or upon any distribution of the assets of the
     corporation;

     Whether the stock may be convertible into or exchangeable for shares of any
     other class or classes or of any other series of the same or any other
     class or classes of stock of the corporation; and

     Whether the stock shall have preemptive rights and the terms and conditions
     thereof,

together with such other designations, preferences, and relative, participating,
optional or any special rights, qualifications, limitations, or restrictions
thereof as the board of directors may determine.

     12% CUMULATIVE, CONVERTIBLE PREFERRED SHARES - SERIES A.  Of the five
million shares of stock authorized to be issued as special or preferred shares,
1,250,000 shares are hereby designated as "12% Cumulative, Convertible Preferred
Shares - Series A".

     The rights, voting power, preferences, restrictions, and qualifications of
12% Cumulative, Convertible Preferred Shares - Series A are as follows:

     A.   VOTING POWER.  Each share of 12% Cumulative, Convertible Preferred
Shares - Series A shall be entitled to one vote to be cast at stockholder
meetings in the election of the one member of the board of directors that is
elected by holders of 12% Cumulative, Convertible Preferred Shares - Series A.
Cumulative voting shall not be permitted by such holders.

     B.   DIVIDENDS.  The holders of 12% Cumulative, Convertible Preferred
Shares - Series A shall be entitled to an annual dividend when and as declared
by the board of directors if there is surplus or net profits legally available
for dividends and payable

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quarterly on the first business day of April, July, October, and January of each
year.   When and if declared, dividends shall be at the rate of 12 per cent of
the initial issue price of 40 cents per share (that is, 4.8 cents per share per
annum or 1.2 cents per share per quarter) and shall be cumulative.  Dividends
may be paid to 12% Cumulative, Convertible Preferred Shares - Series A only
when, if, and on the same basis as dividends are paid to 12% Cumulative,
Convertible Preferred Shares - Series B.  Dividends may not be paid in any year
to holders of common stock until after the corporation shall have paid or
provided for the payment of dividends on all 12% Cumulative, Convertible
Preferred Shares - Series A including any amounts that may have been accumulated
but undeclared and unpaid for each year from the date of issuance to and
including the year in question.  Holders of 12% Cumulative, Convertible
Preferred Shares - Series A shall not be entitled to any cash dividend other
than as provided in this paragraph B.

     C.   CONVERSION.  Until February 28, 1995, holders of 12% Cumulative,
Convertible Preferred Shares - Series A may exchange such shares for common
shares at the rate of one share for one share by tendering to the corporation
such shares of 12% Cumulative, Convertible Preferred Shares - Series A.  Such
rate of exchange is subject to adjustment as set forth in paragraph H below.
After February 28, 1995, 12% Cumulative, Convertible Preferred Shares - Series A
may not be exchanged for common shares.

     D.   RIGHTS IN DISSOLUTION AND DISTRIBUTIONS OF ASSETS.  Upon liquidation,
dissolution, or winding up of the corporation, holders of 12% Cumulative,
Convertible Preferred Shares - Series A shall be entitled to receive prior to
any distribution to holders of common stock a liquidation preference of 40 cents
per share plus all dividends declared on such shares but unpaid less any
distribution of assets before any amount shall be paid in liquidation,
dissolution or winding up to the holders of common stock.  Holders of 12%
Cumulative, Convertible Preferred Shares - Series A shall not be entitled to any
further payment as dividends in liquidation or otherwise.  In the event assets
as opposed to cash are distributed to shareholders, holders of 12% Cumulative,
Convertible Preferred Shares - Series A shall be entitled to receive prior to
any distribution to holders of common stock a liquidation preference in assets
equal to 40 cents per share in distributions of assets and in liquidation,
dissolution or winding up of the corporation.

     E.   PRE-EMPTIVE RIGHTS.  Each holders of 12% Cumulative, Convertible
Preferred Shares - Series A shall have preemptive rights to acquire additional
shares of stock which may be issued by this corporation, as follows:

          1.   Before any unissued shares (at any time authorized) of this
corporation are offered for sale or otherwise disposed of, the holders of 12%
Cumulative, Convertible Preferred Shares - Series A shall have the first right
to purchase such shares ("preempted shares").  Each such holder shall be
entitled to purchase a percentage of such preempted shares equal to the
percentage he or she owns of all shares then outstanding,

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such percentage to be calculated as if each such holder had fully converted his
or her 12% Cumulative, Convertible Preferred Shares - Series A immediately prior
to such issuance, or such lessor number of the preempted shares as the holder
elects to purchase.  Such allocation of shares shall be subject to adjustments
as determined by the board of directors which are necessary to avoid the issue
of fractional shares.

          2.   The purchase of preempted shares by existing holders of 12%
Cumulative, Convertible Preferred Shares - Series A shall be on terms and
conditions, including purchase price, not less favorable than those under which
it is proposed that such shares be offered for sale or otherwise disposed of to
others.

          3.   Written notice shall be given shall be given (sic) to each holder
of 12% Cumulative, Convertible Preferred Shares - Series A of a proposal for the
sale or other disposition of the preempted shares, which notice shall set forth
the sale or other disposition.  The preemptive rights of any such holders shall
be deemed waived as follows:

               a.   If the holder at any time agrees in writing to waive his or
                    her rights as to any specific preempted shares, the waiver
                    shall be deemed effective as to those shares;

               b.   If, within 30 days after the written notice is mailed by
                    certified mailed (sic), postage prepaid, to a holder as
                    provided in this paragraph E, such holder does not agree in
                    writing to purchase some or all of the preempted shares he
                    or she is entitled to purchase, the waiver shall be deemed
                    effective as to those shares such holder has not agreed to
                    purchase.

          4.   If there is a waiver of rights under paragraph E, the corporation
may during the 60 days immediately following such waiver sell the shares to
which such waiver pertains to anyone at a price to the purchaser of not less
than the price set forth in the notice, and otherwise on terms and conditions
not less favorable to the corporation than those set forth in such notice, but
the corporation may pay, or there may be deducted from such price, such
reasonable compensation to underwriters or dealers as may be lawfully paid by
the corporation.

          5.   If it is proposed to dispose of preempted shares for property
other than cash, including without limitation, dispositions in connection with
mergers or consolidations, acquisitions of assets or outstanding securities of
another corporation, or other reorganizations, the per share price to the
shareholders hereunder shall be the pro rata portion of the fair market value of
such property, as such value is set in good faith by the board of directors.

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          6.   Notices shall be deemed given hereunder when mailed, postage
prepaid, to either the last known address of a holder of 12% Cumulative,
Convertible Preferred Shares - Series A or the latest address provided by such
holder and shown on the corporation's stock records for such holder.

          7.   There shall exist no preemptive rights with respect to shares
issued:

          a.   to satisfy the obligations of the corporation upon exercise of
               warrants or options heretofore (April 21, 1985) issued;

          b.   to satisfy the obligations of the corporation in connection with
               present and future employee stock option plans and incentive
               stock option plans not to exceed five percent of authorized
               shares;

          c.   to purchasers of shares registered or to be registered pursuant
               to section 12 of the Securities Exchange Act of 1934 (15 U.S.
               sec. 78 l) provided holder has been given at least 60 days
               written notice of such offering and been given the opportunity to
               include, at no cost to holder, at least 15 percent of holder's
               shares of common stock in such registered offering; or,

          d.   to satisfy the company's obligations upon the exercise of
               warrants or options issued to investment bankers or other parties
               not affiliated with the corporation as compensation in connection
               with a registered public offering of securities of the
               corporation.

          8.   There shall exist no preemptive rights with respect to shares of
this corporation except as provided in this paragraph E.

          9.   Preemptive rights for holders of 12% Cumulative, Convertible
Preferred Shares - Series A shall terminate on February 28, 1995.

     F.   CONSENT OF HOLDERS REQUIRED.  So long as any shares of 12% Cumulative,
Convertible Preferred Shares - Series A are outstanding, the corporation shall
not without the prior written consent of the holders of a majority of the 12%
Cumulative, Convertible Preferred Stock - Series A:

          1.   Issue or propose to issue any other shares of 12% Cumulative,
Convertible Preferred Shares - Series A;

          2.   Sell all or substantially all of the assets of the corporation or
consolidate or merge the corporation with any other corporation (an "Acquisition

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Transaction") unless any securities exchange for 12% Cumulative, Convertible
Preferred Shares - Series A shall be cumulative, convertible preferred stock the
terms of which are identical in all material respect to the 12% Cumulative
Convertible Preferred Shares - Series A of the corporation;

          3.   Alter or change the powers, preferences or rights given to the
12% Cumulative, Convertible Preferred Shares - Series A;

          4.   Enter into any transaction in which the holders of the 12%
Cumulative, Convertible Preferred Shares - Series A would be required to accept
cash in exchange for their shares;

          5.   Enter into any transaction in which the corporation's trade
secrets or proprietary technical information or know how is assigned, sold or
made available to any other entity, provided this subparagraph (5) shall not be
construed to prevent the corporation from entering into contracts to provide
research and development to other entities, on an arms length basis, in the
ordinary course of business;

     G.   STOCK FULLY PAID; RESERVATION OF SHARES.  All shares of common stock
which may be issued upon the exercise of the right of conversion of 12%
Cumulative, Convertible Preferred Shares - Series A (the "conversion right")
will, upon issuance, be fully paid, nonassessable, and free from all taxes,
liens and charges with respect to issuance.  During the period within which the
conversion right may be exercised, the corporation will at all times have
authorized and reserved for the purpose of issue a sufficient number of shares
of common stock to provide for the exercise of the conversion right.

     H.   ADJUSTMENT OF NUMBER OF SHARES.  Upon the happening of certain events,
the number and kind of securities for which 12% Cumulative, Convertible
Preferred Shares - Series A may be exchanged pursuant to paragraph C shall be
subject to adjustment from time to time as follows:

          1.   RECLASSIFICATION, CONSOLIDATION OR MERGER.  In case of any
reclassification or change of outstanding common shares issuable upon exercise
of the conversion right (other than a change in par value, or from par value to
no par value, or from no par value to par value, or as a result of a subdivision
or combination), or in case of any consolidation or merger of the corporation
with or into another corporation (other than a merger with another corporation
in which the corporation is the surviving corporation and which does not result
in any reclassification or change--other than a change in par value, or from par
value to no par value, or from no par value to par value, or as a result of a
subdivision or combination--or outstanding common shares issuable upon exercise
of the conversion right), or in case of any sale or transfer to another

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corporation of the property of the corporation as an entirety or substantially
as an entirety, the corporation, as the case may be, shall, without payment of
any additional consideration therefor, issue new 12% Cumulative, Convertible
Preferred Shares - Series A that provide that the holder of 12% Cumulative
Convertible Preferred Shares - Series A shall have the right to exchange such
shares for such new 12% Cumulative, Convertible Preferred Shares - Series A.
Such new shares shall provide conversion rights and other rights, privileges,
and preferences substantially identical to those provided herein.  They shall
also provide that, upon such exercise of the conversion right, the holder may
procure in lieu of each share of common stock theretofore issuable upon
conversion the kind and amount of shares of stock, other securities, money and
property receivable upon such reclassification, change, consolidation, merger,
sale or transfer.  Such new 12% Cumulative, Convertible Preferred Shares -
Series A shall provide for adjustments which shall be nearly equivalent as may
be practicable to the adjustments provided for in this paragraph H.  The
provisions of this subparagraph (1) shall similarly apply to successive
reclassification, changes, consolidations, mergers, sales and transfers.

          2.   SUBDIVISION OR COMBINATION OF SHARES.  If the corporation, at any
time while the conversion right is effective shall subdivide or combine its
common shares, the number of common shares for which 12% Cumulative, Convertible
Preferred Shares - Series A may be exchanged shall be proportionately increased,
in case of subdivision of shares, as at the effective date of such subdivision,
or if the corporation shall take a record of holders of its common shares for
the purpose of so subdividing as at such record date, whichever is earlier, or
shall be proportionately decreased, in the case of combination of shares, as at
the effective date of such combination or, if the corporation shall take a
record of holders of its common shares for the purpose of so combining, as at
such record date, whichever is earlier.

          3.   STOCK DIVIDENDS AND DISTRIBUTION.  If the corporation, at any
time while the conversion right remains effective, shall pay a dividend payable
in, or make any other distribution of, common shares, there shall be an
adjustment in the number of shares issuable upon exercise of the conversion
right which shall equal the number of shares issued pursuant to such dividend or
distribution as if the holder had exercised his conversion right immediately
prior to the record date used for such dividend or distribution.

          4.   ISSUANCE OF ADDITIONAL SHARES OF COMMON.  If the corporation, at
any time while the Conversion Right remains effective, shall issue any
Additional Shares of Common (otherwise than as provided in the foregoing
subparagraph 3 of this paragraph H), at a price per share less than 40 cents or
without consideration, then the number of shares of Common issuable upon
exercise of the Conversion Right shall be adjusted as follows:

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          a.   It shall be assumed for purposes of this adjustment that the
               Conversion Right is based upon a Conversion Price of 40 cents per
               each share of Common (the "Conversion Price") and that each share
               of 12% Cumulative, Convertible Preferred Shares - Series A shall
               have a value of 40 cents;

          b.   Upon each such issuance of Additional Shares, the Conversion
               Price shall be reduced to that price determined by multiplying
               the Conversion Price by a fraction:

               (i)  The numerator of which shall be the number of shares of
               Common outstanding immediately prior to the issuance of such
               Additional Shares of Common plus the number of shares of Common
               which the aggregate consideration received by the Corporation for
               the total number of shares of Common so issued would purchase at
               the Conversion Price, and

               (ii)  the denominator of which shall be the number of Shares of
               Common outstanding immediately after the issuance of such
               Additional Shares of Common.

The provisions of this subparagraph 4 shall not apply under any of the
circumstances for which an adjustment is provided in subparagraphs 1, 2, or 3 of
this paragraph H.  No adjustment of the Conversion Price shall be made under
this subparagraph 4 upon issuance of any Addition (sic) Shares of Common which
are issued pursuant to any Common Stock Equivalent if upon the issuance of any
such Common Stock Equivalent (i) any such adjustment shall previously have been
made pursuant to subparagraph 5 of this paragraph H or (2) (sic) no adjustment
was required pursuant to subparagraph 5 of this paragraph H.

          5.   ISSUANCE OF COMMON STOCK EQUIVALENTS.  In case the corporation
shall, at any time while the conversion right remains in effect, issue any
Common Stock Equivalent and the price per share for which Additional Shares of
Common may be issuable thereafter pursuant to such Common Stock Equivalent shall
be less than 40 cents, or if, after any such issuance, the price per share for
which Additional Shares of Common may be issuable thereafter is amended, and
such price as so amended shall be less than 40 cents  at the time of such
amendment; such issuance or amendment shall be adjusted as provided in
subparagraph 4 of this paragraph H on the basis that (a) the maximum number of
Additional shares of Common issuable pursuant to all such Common Stock
Equivalents shall be deemed to have been issued as of the earlier of (1) the
date on which the corporation shall enter into a firm contract for the issuance
of such Common Stock Equivalent, or (2) the date of actual issuance of such
Common Stock Equivalent, and (b)

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the aggregate consideration for such maximum number of Additional Shares of
Common shall be deemed to be the minimum consideration received and receivable
by the corporation for the issuance of such Additional Shares of Common pursuant
to such Common Stock Equivalent.  No adjustment shall be made under this
subparagraph 5 upon the issuance of any convertible security which is issued
pursuant to the exercise of any warrants or other subscription or purchase
rights therefor, if any adjustment shall previously have been made upon the
issuance of such warrants or other rights pursuant to this subparagraph 5.

          6.   OTHER PROVISIONS APPLICABLE TO ADJUSTMENTS UNDER THIS
PARAGRAPH H.  The following provisions shall be applicable to the making of
adjustments pursuant to this paragraph H:

          a.   COMPUTATION OF CONSIDERATION.  In case of the issuance at any
               time of any Additional Shares of Common or Common Stock
               Equivalents in payment or satisfaction of any dividend upon any
               class of stock other than common, the corporation shall be deemed
               to have received for such Additional Shares of Common or Common
               Stock Equivalents a consideration equal to the amount of such
               dividend so paid or satisfied.  In any case in which the
               consideration to be received or paid shall be other than cash,
               the Board shall notify the Holder of 12% Cumulative, Convertible
               Preferred Shares - Series A of its determination of the fair
               market value of such consideration prior to payment or accepting
               receipt thereof.  If, within then days after receipt of said
               notice, the Holders of 12% Cumulative, Convertible Preferred
               Shares - Series A convertible into at least a majority of
               Conversion Stock then unissued shall notify the Board in writing
               of their objection to such determination, a determination of fair
               market value of such consideration shall be made by arbitration
               in accordance with the Rules of the American Arbitration
               Association by an arbitrator in the City of New York, New York.

          b.   READJUSTMENT.  Upon the expiration of the right to convert,
               exchange or exercise any Common Stock Equivalent the issuance of
               which effected an adjustment in the number of shares for which
               the 12% Cumulative, Convertible Preferred Shares - Series A may
               be exchanged, if any such Common Stock Equivalent shall not have
               been converted, exercised or exchanged, the number of shares of
               common shares deemed to be issued and outstanding by reason of
               the fact that they were issuable upon conversion, exchange or
               exercise of any such Common Stock Equivalent and thereupon only
               the number of Additional Shares of Common actually so issued
               shall

<PAGE>

               be deemed to have been issued and only the consideration actually
               received by the corporation (computed as in clause a of this
               subparagraph 6) shall be deemed to have been received by the
               corporation.

          c.   TREASURY SHARES.  The number of shares of common at any time
               outstanding shall not include any shares thereof then directly or
               indirectly owned or held by or for the account of the corporation
               or any of its subsidiaries.

          7.   OTHER ACTION AFFECTING COMMON SHARES.  In case after the date
hereof the corporation shall take any action affecting its common shares, other
than an action described in any of the foregoing subparagraphs 1 through 6 of
this paragraph H, inclusive, which, in the opinion of the Board, would have a
materially adverse effect upon the rights of the holders of 12% Cumulative,
Convertible Preferred Shares - Series A, the number of common shares for which
such 12% Cumulative, Convertible Preferred Shares - Series A, the number of
common shares for which such 12% Cumulative, Convertible Preferred Shares -
Series A (sic) may be exchanged shall be adjusted in such manner and at such
time as the Board may in good faith determine to be equitable in the
circumstances.

          8.   ADJUSTMENT OF NUMBER OF SHARES.  Upon the happening of any of the
events requiring an adjustment in the Conversion Price listed in this paragraph
H, the number of shares of common for which 12% Cumulative, Convertible
Preferred Shares - Series A may be exchanged hereunder shall be adjusted, to the
nearest one hundredth of a whole share, to the product obtained by multiplying
such number of shares purchasable using the Conversion Price immediately prior
to such adjustment in the Conversion Price by a fraction, the numerator of which
shall be the Conversion Price immediately prior to such adjustment and the
denominator of which shall be the Conversion Price immediately thereafter.  If
the corporation shall be in default under its agreement contained in the last
sentence of paragraph G so that applicable law prevents the issuance of shares
adjusted in accordance with this paragraph H, the adjustment of shares provided
in the foregoing sentence shall nonetheless be made and the holder of 12%
Cumulative, Convertible Preferred Shares - Series A shall be entitled to
exchange 12% Cumulative, Convertible Preferred Shares - Series A for such
greater number of shares for which the right of conversion may then be
exercised.  Such exercise shall not constitute a waiver of any claim arising
against the corporation by reason of its default under the agreement contained
in the last sentence of paragraph G.

          9.   NOTICE OF ADJUSTMENTS.  Whenever adjustment shall be made
pursuant to paragraph H, the corporation shall make a certificate signed by its
President or a Vice President and by its Treasurer, Assistant Treasurer,
Secretary or Assistant

<PAGE>

Secretary setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated (including a description of the basis on which the Board made any
determination hereunder), and the number of common shares for which 12%
Cumulative, Convertible Preferred Shares - Series A may be exchanged after
giving effect to such adjustment, and shall cause copies of such certificate to
be mailed (by first class mail postage prepaid) to the holder of 12% Cumulative,
Convertible Preferred Shares - Series A promptly after each adjustment.

          10.  FRACTIONAL SHARES.  No fractional shares of common will be issued
in connection with any exchange, but in lieu of such fractional shares, the
corporation shall make a cash payment therefor equal in amount to the product of
the applicable fraction multiplied by the share value then determined by the
board.

          11.  DEFINITIONS.  For the purposes of paragraph H, the following
terms have the following meanings:

          "ADDITIONAL SHARES OF COMMON" shall mean all shares of Common issued
     by the corporation after the date hereof except

     (a)  250,000 shares of Common Stock issuable upon exercise of the
     conversion right of 12% Cumulative, Convertible Preferred Shares - Series
     B;

     (b)  125,000 shares of Common Stock issuable upon exercise of warrants
     issued together with 12% Cumulative, Convertible Preferred Shares - Series
     B as part of a unit offering; and

     (c)  1,555,000 shares of Common Stock issuable to satisfy the obligations
     of the corporation in connection with (i) present and future employee stock
     option plans and incentive stock options plans and (ii) warrants heretofore
     (April 21, 1985) issued.

          "COMMON" AND "COMMON STOCK" shall mean the corporation's common stock,
     par value $.001 per share, and any stock into which such common stock may
     hereafter be changed.

          "COMMON STOCK EQUIVALENT"  shall mean any Convertible Security or
     warrant, option or other right to subscribe for or purchase any Additional
     Shares of Common or any Convertible Security.

          "CONVERSION RIGHT" shall mean the right set forth in paragraph C.

<PAGE>

          "CONVERTIBLE SECURITIES" shall mean evidences of indebtedness, shares
     of Stock or other securities which are or may be at any time convertible
     into or exchangeable for Additional Shares of Common.  The term
     "Convertible Security" shall mean one of the Convertible Securities.

          "STOCK" shall include any and all shares, interests or other
     equivalents (however designated) of or participation in corporate stock.

          "SUBSIDIARY" shall mean any corporation at least 50% of whose
     outstanding Voting Stock shall at the time be owned directly or indirectly
     by the corporation or by one or more Subsidiaries or by the corporation and
     one or more Subsidiaries.

          "VOTING STOCK" as applied to the Stock of any corporation, shall mean
     Stock of any class or classes (however designated) having ordinary voting
     power for the election of a majority of the members of the Board of
     Directors (or other governing body) of such corporation, other than Stock
     having such power only by reason of the happening of a contingency.

          12% CUMULATIVE, CONVERTIBLE PREFERRED SHARES - SERIES B, of the
5,000,000 shares of stock authorized by amendment of the Articles of
Incorporation to be issued as special or preferred shares, 625,000 shares are
hereby designated as "12% Cumulative, Convertible Preferred Shares - Series B".

     The rights, voting power, preferences, restrictions, and qualifications of
12% Cumulative, Convertible Preferred Shares - Series B are as follows:

     A.   NO VOTING POWER.  12% Cumulative, Convertible Preferred Shares -
Series B do not entitle the holder to vote at shareholders' meetings or
otherwise give the holder any voting power.  The consent of holders of 12%
Cumulative, Convertible Preferred Shares - Series B is not required for
corporate actions.

     B.   DIVIDENDS.  The holders of 12% Cumulative, Convertible Preferred
Shares - Series B shall be entitled to dividends when and as declared by the
board of directors in its absolute discretion and payable on such dates as fixed
by the board in its absolute discretion.  When and if declared, dividends shall
be at the rate of 12 per cent of the initial issue price of 40 cents per share
(that is, 4.8 cents per share) per annum and shall be cumulative.  Dividends may
be paid to 12% Cumulative, Convertible Preferred Shares - Series B only when,
if, and on the same basis as dividends are paid to 12% Cumulative, Convertible
Preferred Shares - Series A.  Dividends may be paid in any year to holders of
common stock only after the corporation shall have paid or provided for the
payment of dividends on all 12% Cumulative, Convertible Preferred Shares -
Series B for each year from the date of issuance to and including the year in
question.  Holders of 12%

<PAGE>

Cumulative, Convertible Preferred Shares - Series B shall not be entitled to any
dividend other than as provided in this paragraph B.

     C.   CONVERSION WITHIN FIVE YEARS.  Until February 28, 1993, holders of 12%
Cumulative, Convertible Preferred Shares - Series B may exchange such shares for
common shares at the rate of one share for one share by tendering to the
corporation such 12% Cumulative, Convertible Preferred Shares - Series B.  After
February 28, 1993, 12% Cumulative, Convertible Preferred Shares - Series B may
not be exchanged for common shares.

     D.   RIGHTS IN DISSOLUTION AND DISTRIBUTIONS OF ASSETS.  Upon liquidation,
dissolution, or winding up of the corporation, holders of 12% Cumulative,
Convertible Preferred Shares - Series B shall be entitled to receive prior to
any distribution to holders of common stock 40 cents per share plus all
dividends declared on such shares but unpaid less any distribution of assets
before any amount shall be paid in liquidation, dissolution or winding up to the
holders of common stock.  Holders of 12% Cumulative, Convertible Preferred
Shares - Series B shall not be entitled to any further payment as dividends in
liquidation or otherwise.  In the event assets as opposed to cash are
distributed to shareholders, holders of 12% Cumulative, Convertible Preferred
Shares - Series B shall be entitled to receive prior to any distribution to the
holders of common stock of a liquidation preference in assets equal to 40 cents
per share in distributions of assets and in liquidation, dissolution, or winding
up of the corporation.

     E.   NO PRE-EMPTIVE RIGHTS.  No holder of 12% Cumulative, Convertible
Preferred Shares - Series B shall be entitled, as such, to any pre-emptive of
preferential rights to subscribe to any unissued stock or any other securities
which the corporation may be authorized to issue.

ARTICLE VI

     STOCKHOLDERS MEETING: Meetings of the shareholders shall be held at such
place within or without the State of Nevada as may be provided by the bylaws of
the corporation.  Special meetings of the shareholders may be called by the
president of (sic) any other executive officer of the corporation, the board of
directors, of (sic) any member thereof, or by the record holder or holders of at
least ten percent (10%) of all shares entitled to vote at the meeting.  Any
action otherwise required to be taken at a meeting of the shareholders, except
election of directors, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by shareholders having at
least a majority of the voting power.

ARTICLE VII

<PAGE>

     COMMENCING BUSINESS:  The corporation shall not commence business until at
least $1,000.00 has been received by it as consideration for the issuance of
shares.

ARTICLE VIII

     STOCK RIGHTS:  The board of directors shall have the authority to determine
the classes and series of any subsequent stock issued by the corporation and the
right and preferences pertaining thereto.

ARTICLE IX

     BOARD OF DIRECTORS:  The board of directors of the corporation shall
consist of not less than three nor more than twenty-five members.  A majority of
the board of directors shall be necessary to constitute a quorum; and, when so
constituted, the board shall be authorized to transact such business as may be
delegated to it by the stockholders and whenever the board of directors shall be
so assembled and act as a board, either within or without the State of Nevada,
any action taken shall be the action of the board of directors and shall be
binding upon the corporation, provided that three days prior notice, given
either orally or in writing, of the time and place of the meeting and of the
nature of the business proposed to be transacted shall have been given to the
entire board of directors, unless such notice be waived as hereinafter provided.
Any director may waive notice of any meeting; in the event of such waiver,
notice shall be in writing or a written memorandum shall be made of an oral
waiver of notice.

ARTICLE X

     OFFICERS:  The officers of the corporation shall consist of a chairman of
the board of directors, a chief executive officer, a president, a vice
president, a secretary and a treasurer, who shall perform such duties and have
such authority as usually pertain to such offices of a corporation or as may be
prescribed by the board of directors from time to time.

     QUALIFICATION OF OFFICERS:  Officers and directors of the corporation need
not be residents of the State of Nevada and need not own shares of the
corporation's stock.  The secretary and treasurer may, but need not be, the same
person.

     ELECTION:  Directors shall be elected at the annual meeting of the
shareholders, and the person receiving the highest number of votes shall be
declared duly elected, providing such numbers shall represent a majority of all
votes cast.  Within ten (10) days after the election, the directors shall meet
and elect a president, vice president, secretary and treasurer.

<PAGE>

     TERM OF OFFICE:  The term of office of all directors and officers shall be
one year, provided all directors and officers shall hold office until their
successors are duly elected and qualified.

     RESIGNATION OF OFFICERS:  Any officer or director may resign by filing his
written resignation with the secretary of the corporation or, in the case of the
secretary, with the president of the corporation and upon acceptance thereof by
the board of directors or if such board shall neglect to act upon such
resignation within fourteen (14) days after receipt, the resignation shall
become effective and the office shall be deemed vacant.

     REMOVAL OF OFFICERS:  Any officers (sic) or director of this corporation
may be moved (sic) at any time without cause in the manner provided by the laws
of the State of Nevada for the removal of such officer or director, or by a
majority vote of the outstanding stock of the corporation at any special meeting
of the stockholders called for that purpose as herein provided.

     VACANCIES:  In the case of death, disability, or resignation of any
officers (sic) or director of the company, the remaining directors or director
of the company, even though less than a quorum, shall fill vacancies for the
unexpired term or terms.

ARTICLE XI

     DIRECTORS:  The number of directors constituting the initial board of
directors of the corporation is three (3), and the names and addresses of the
persons who are to serve as the directors until the first annual meeting of the
shareholders or until their successors are elected and qualified are:

     1.   Clifford D. Hughes       2929 Hillsden Drive
                                   Salt Lake City, Utah 84117

     2.   Kelly L. Hunsaker        2323 Arbor Lane
                                   Salt Lake City, Utah 84117

     3.   Hyrum D. Hunsaker        2323 Arbor Lane
                                   Salt Lake City, Utah 84117

ARTICLE XII

     DURATION:  The period of duration of the corporation shall be perpetual.

ARTICLE XIII

<PAGE>

     AMENDMENT:  These articles of incorporation, by vote of not less than fifty
percent of the issued and outstanding capital stock of the corporation, may be
deemed amended in any respect amendable at law at any meeting.  A copy of the
proposed amendment shall be given to the stockholders as provided in Article VI
hereof, for calling and holding meetings of the stockholders.

ARTICLE XIV

     BYLAWS:  The board of directors of the corporation shall have authority to
adopt such bylaws as in their judgment may be deemed necessary or advisable for
the management and transaction of the business of the corporation provided that
such bylaws are not in conflict with these articles of incorporation or the
constitution of the State of Nevada.

ARTICLE XV

     INCORPORATORS:  The name and address of each incorporator is:

     1.   Clifford D. Hughes       2929 Hillsden Drive
                                   Salt Lake City, Utah 84117

     2.   Kelly L. Hunsaker        2323 Arbor Lane
                                   Salt Lake City, Utah 84117

     3.   Hyrum D. Hunsaker        2323 Arbor Lane
                                   Salt Lake City, Utah 84117

ARTICLE XVI

     LIABILITY:  A director or officer of the corporation shall not be
personally liable to the corporation or its stockholders for damages for breach
of fiduciary duty as a director or officers (sic), except that this provision
does not eliminate of (sic) limit the liability of a director or officer for (a)
acts or omissions which involve intentional misconduct, fraud, or a knowing
violation of law or (b) payment of dividends in violation of NRS 78.300.  If
Nevada statutes are subsequently amended to authorize corporate action further
limiting the personal liability of directors or officers, then the corporation
is authorized to take such actions as the Board of Directors may determine to
further limit the fullest extent permitted by Nevada statutes, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the
corporation shall not adversely affect any right or protection of a director or
officer of the corporation existing at the time of such repeal or modification.

<PAGE>

     By resolution of the board of directors duly adopted on November 13, 1996,
the undersigned were authorized to prepare and execute the foregoing Restated
Articles of Incorporation, which correctly set forth the text of the Articles of
Incorporation as amended to and including January 28, 1997.



/s/ Gerald R. Cysewski                  /s/ Ronald P. Scott
------------------------------          ------------------------------
Gerald R. Cysewski                      Ronald P. Scott
Chairman of the Board,                  Executive Vice President and
Chief Executive Officer and             Secretary
President