CERTIFICATE OF INTERNATIONAL FIRE PREVENTION, INC.,

                      A NEVADA CORPORATION,

               PURSUANT TO SECTION 78.207(4) OF THE

                     NEVADA REVISED STATUTES



          FIRST:  The name of the corporation is International Fire
Prevention, Inc. (the "Company").

          SECOND:  On July 23, 1997, the Board of Directors of the Company
and the majority stockholders unanimously consented to a reverse split of the
Company's outstanding common stock in the ratio of one new share for every
21.643 shares outstanding as of the date of filing of this Certificate, with
fractional shares being rounded up to the next whole share, while retaining
the current authorized shares and par value, and with appropriate adjustments
to the additional paid in capital and stated capital accounts of the Company.

          THIRD:  The number of authorized shares and the par value of the
Company's common stock immediately before the above-referenced resolutions
were 100,000,000 shares at one mill ($0.001), respectively.

          FOURTH:  The number of authorized shares and the par value of the
Company's common stock immediately after the above-referenced resolutions were
100,000,000 shares and one mill ($0.001), respectively.

          FIFTH:  The number of shares of the Company's common stock to be
issued after the reverse split in exchange for each pre-split share of common
stock is approximately 0.0462 of one share.

          SIXTH:  No fractional shares will be issued as a result of the
reverse split.  There is no provision for the payment of money or the issuance
of scrip to stockholders otherwise entitled to a fraction of a share as a
result of the reverse split.

          SEVENTH:  The approval of the affected stockholders is not
required and has not been sought; however, persons who own a majority of the
outstanding voting securities of the Company have adopted, ratified and
approved the reverse split.

          EIGHTH:  The above-referenced resolutions will be effective as of
the date of filing of this Certificate with the Secretary of State of the
State of Nevada.

          IN WITNESS WHEREOF, the undersigned executive officers of the
Company hereby execute this Certificate on the 23rd day of July, 1997.



                                   /s/David C. Merrell
                              ----------------------------------
                                   David C. Merrell, President


                                   /s/ Corie Merrell
                              ----------------------------------
                                   Corie Merrell, Secretary/Treasurer


STATE OF UTAH       )
                    ) ss
COUNTY OF SALT LAKE )

          David C. Merrell and Corie Merrell, hereby acknowledge that they
are the President and Secretary/Treasurer, respectively, of International Fire
Prevention, Inc., that they have read the foregoing information, and of their
personal knowledge, represent and warrant that such information is true and
correct in every material respect.



                                   /s/ David C. Merrell
                              ---------------------------
                                   David C. Merrell


                                   /s/ Corie Merrell
                              ---------------------------
                                   Corie Merrell


          Subscribed and sworn to before me this 23rd day of July, 1997.



                                   /s/Sheryl A. Ross
                              ---------------------------
                                   NOTARY PUBLIC