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                                    Exhibit 3
                                AMENDMENT TO THE

                          ARTICLES OF INCORPORATION OF

                             THE QUANTUM GROUP, INC.


     The Quantum Group, Inc., a corporation organized under the laws of the
State of Nevada, June 13, 1988, hereby adopts the following Articles of
Amendment to its Articles of Incorporation pursuant to the provisions of Nevada
Revised Statutes Sections 78.385 and 78.390.
I
     The Articles of Incorporation shall be amended to read as follows:
                                   ARTICLE IV
                                AUTHORIZED SHARES
     The Corporation shall have the authority to issue fifty million
(50,000,000) shares of Common Stock with a par value of $.001 per share.  The
Corporation shall also have the authority to issue five million (5,000,000)
shares of Preferred Stock, with $.001 par value per share.  The Board of
Directors is hereby expressly authorized to issue the shares of Preferred Stock
in such series and to fix from time to time before issuance the number of shares
to be included in any series and the designation, relative rights, preferences
and limitations of all shares of such series.
                                       II
     The shareholders voted and approved a one for three reverse split of the
outstanding shares of the Corporation.  The authorized shares of common stock
will remain at 50,000,000, $.001 par value common voting shares.  There are
currently 9,456,696 shares issued and outstanding in the Corporation.  Following
the reverse split there will be 3,153,232 common shares outstanding. 

                                       III
     The date of the adoption of the foregoing amendment and reverse split by
the shareholders was June 27, 1997.  The number of shares outstanding in the
Corporation and entitled to vote on the amendment was 9,459,696.  All stock in
the Corporation is entitled to one vote per share for each matter coming before
the meeting of the shareholders.

                                       IV
     The number of shares that voted in favor of the above amendments was
4,379,078.  The number of shares that voted against the above amendments was 
-0-.

DATED this 27th day of June, 1997.
                                   THE QUANTUM GROUP, INC.


                                   By: /s/ Ehrenfried Liebich
                                       --------------------------
                                        Ehrenfried Liebich
                                        President 

                                   By: /s/ Keith J. Fryer
                                       --------------------------
                                        Keith J. Fryer
                                        Secretary
STATE OF CALIFORNIA )
                    :ss
COUNTY OF ORANGE    )    

     On the ____ day of June, 1997, personally appeared before me Ehrenfried
Liebich and Keith J. Fryer and duly acknowledged to me that they are the persons
who signed the foregoing instrument as President and Secretary respectively and
that they have read the foregoing instrument and know the contents thereof and
that the same is true of their own knowledge except as to those matters upon
which they operate on information and belief and as to those matters believe
them to be true.    

                                   ____________________________________
                                   NOTARY PUBLIC
                                   Residing in :__________________________
My Commission Expires:_______________
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