CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
                            (After Issuance Of Stock)

              NORTH COAST PRODUCTIONS ACQUISITION CORP.#C 22061-00
              ----------------------------------------------------
                               Name of Corporation

The  undersigned:       Patrick F. Charles                                 and
                     -------------------------
                   President  or  Vice  President

Terrance  K.  Picken        of          North Coast Production Acquisition Corp.
--------------------------------------------------------------------------------
                    Secretary                      Name  of  Corporation

     Do  hereby  certify:  That  the Board of Directors of said Corporation at a
meeting  duly  convened,  held  on  the  20th  day  of November, 2000, adopted a
resolution  to  amend  the  original  articles  as  follows:

Article  I  is  hereby  amended  to  read  as  follows  :

     The  Name  of  the  corporation  is  Magellan  Productions,  Inc.

The  date  upon which the original Articles of Incorporation were filed with the
secretary  of  State  is  August  15,  2000.

  /s/Patrick  F.  Charles
  --------------------------
Patrick  F  Charles,  President



  /s/Terrance  K.  Picken
  --------------------------
Terrance  K.  Picken,  Secretary

                                       38
<PAGE>


         Filed
   AUG  15  2000
     C22061-00
     Dean  Heller
Secretary  of  State
                            ARTICLES OF INCORPORATION

                                       OF

                    NORTH COAST PRODUCTIONS ACQUISITION CORP.




KNOW  ALL  MEN  BY  THESE  PRESENT:

     That  we  the  undersigned,  have this day voluntarily associated ourselves
together for the purpose of forming a corporation under the laws of the State of
Nevada  and  do  hereby  certify:


                                       ONE


     The  name  of this corporation is North Coast Productions Acquisition Corp.


                                       TWO


     The  resident agent of said corporation shall be Pacific Corporate Services
Las Vegas, NV  89120, and such other offices as may be determined by the By-Laws
in  and  outside  the  State  of  Nevada.


                                      THREE


     The  objects  to  be  transacted,  business  and  pursuit and nature of the
business,  promoted  or carried on by this corporation are and shall continue to
be  engaged  in  any  lawful  activity.


                                      FOUR


The members of the governing board shall be styled Directors and the first Board
of  Directors  shall  consist  of  one  (1).  The number of stockholders of said
corporation  shall consist of one (1).  The number of directors and shareholders
of  this  corporation  may,  from  time to time, be increased or decreased by an
amendment  to  the  By-Laws  of this corporation in that regard, and without the
necessity  of amending these Articles of Incorporation.  The name and address of
the  first Board of Directors and of the Incorporation signing these Articles is
as  follows:

                                       39
<PAGE>

Terrence  K.  Picken
8756  -  122nd  Avenue  NE
Kirkland,  WA  98033




                                      FIVE

     The  Corporation  is  to  have  perpetual  existence.

                                       SIX

     The total authorized capitalization of this Corporation shall be and is the
sum of 200,000,000 shares Common Stock at $0.001 par value and 50,000,000 shares
Preferred  Stock  at no par value, said stock to carry full voting power and the
said  shares  shall  be issued fully paid at such time as the Board of Directors
may  designate  in  exchange for cash, property, or services, the stock of other
corporations  or other values, rights, or things, and the judgement of the Board
of  Directors  as  to  the  value  thereof  shall  be  conclusive.

                                      SEVEN

     The capital stock shall be and remain non-assessable.  The private property
of  the  stockholders  shall  not  be liable for the debts or liabilities of the
Corporation.


IN  WITNESS  WHEREOF,  I  have  set  my  hand  this  9th  day  of  August, 2000.




      /s/Terrence  K.  Picken
     ------------------------------
          Terrence  K.  Picken


                                       40
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