3.1.14

                                                                     ARTICLES OF
                               AMENDMENT EXHIBIT A
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                                               MEDIX RESOURCES, INC.


      MEDIX RESOURCES, INC., a corporation organized under the laws of the State
of Colorado, by its President and Chief Executive Officer does hereby certify:

      1. The name of the Corporation is MEDIX RESOURCES, INC.

      2 .  The Board of  Directors  of the  Corporation  has adopted by
           unanimous written
consent  in lieu of  meeting,  effective  May 10,  1999,  the  amendment  to the
Corporation's  Articles of Incorporation  contained herein, which amendment sets
forth the text of a determination by the board of directors of the designations,
preferences,  limitations and relative rights of a series of Preferred Stock and
which amendment is effective without  shareholder  action as provided in Section
7-106-102 of the Colorado Business Corporation Act.

      3 . Article IV of the  Articles of  Incorporation  of the  Corporation  is
hereby  amended  by the  addition  of a new  Section 9  thereto,  to read in its
entirety as follows:

       "Section 9.  1999 Series B Convertible Preferred Stock.

       I.  Designation and Amount.

       Two thousand  (2,000) shares of the authorized  shares of Preferred Stock
of the Company are hereby designated "1999 Series B Convertible Preferred Stock"
(the "Series B Preferred"). All shares of Class B Preferred shall rank prior, as
to both payment of dividends and as to distribution of assets upon the voluntary
or involuntary liquidation,  dissolution or winding up of the Company, to all of
the Company's now or hereafter issued common stock (the "Common Stock"), and any
other series of capital  stock of the Company,  other than the 1996  Convertible
Preferred  Stock,  the 1997  Convertible  Preferred  Stock and the 1999  Class A
Convertible Preferred Stock , that is not, by its terms, senior to or pari passu
with the Class B  Preferred,  and shall rank junior in all  respects to the 1996
Convertible  Preferred Stock, the 1997 Convertible  Preferred Stock and the 1999
Class A Convertible Preferred Stock of the Company.

       II. Dividends.

       (1) Except as specifically described herein, the registered owners of the
Class B  Preferred,  shall  not be  entitled  to  receive  any  dividends.  If a
registration statement under the Securities Act of 1933, as amended, (the "Act")
registering  the shares of Common  Stock of the  Company  into which the Class B
Preferred is convertible is not declared  effective by September 30, 1999, or if
any such registration  statement ceases to be effective at any time prior to the
second  anniversary  of the  date on which  such  registration  statement  first
becomes  effective,  the  registered  owners of each share of Class B  Preferred
shall be  entitled to receive  out of assets of the  Company  legally  available
therefor,  dividends  for any  period  during  such  two-year  period  and after
September 30, 1999, during which such  registration  statement is not effective,
at the rate of ten  percent  (10%)  per  annum,  for each day  during  which the
registration  statement is not effective.  Dividends  shall be calculated on the
amount of the Liquidation  Value (as set forth below) of each share.  Dividends,
if any as provided  hereunder,  shall accrue without  interest and be cumulative
and shall be payable to the  registered  owners of 1999  Preferred  Stock out of
assets of the Company legally available  therefore,  quarterly in arrears on the
last day of each fiscal  quarter of the Company.  Dividends  shall be payable to
shareholders of record on the fifteenth day immediately  preceding such dividend
payment date, or if such day is not a business day, on the immediately preceding
business day.

       (2) So long as any share of Class B Preferred is outstanding, the Company
  shall not (a)  declare  or pay any  dividend  or make any  other  distribution
  (other than  dividends  payable  solely in Common Stock or other capital stock
  ranking  junior as to dividend  rights to the Class B Preferred) on the Common
  Stock or any other class or series of capital stock of the Company ranking, as
  to dividends, junior to the Class B Preferred, or set funds aside therefor, or
  (b) purchase,  redeem or otherwise  acquire,  any of the Common Stock,  or any
  other class of capital stock of the Company  ranking junior as to dividends to
  the Class B Preferred  (other than in exchange for Common Stock or other class
  of capital stock  ranking  junior as to dividends to the Class B Preferred) or
  set funds aside therefor.

       (3) If at any time  any  dividend  on any  capital  stock of the  Company
  ranking  senior as to  dividends  to the Class B Preferred  ("Senior  Dividend
  Stock") shall be in default,  in whole or in part,  then no dividend  shall be
  paid or declared and set apart for payment on the Class B Preferred unless and
  until all accrued and unpaid  dividends  with  respect to the Senior  Dividend
  Stock shall have been paid or declared and set apart for payment. No dividends
  shall be paid or  declared  and set apart for payment on the Class B Preferred
  or on any capital  stock  ranking pari passu with the Class B Preferred in the
  payment of dividends (the "Parity Dividend Stock") for any period unless a pro
  rata  dividend  has been,  or  contemporaneously  is, paid or declared and set
  apart for payment on the Parity Divided Stock or the Class B Preferred, as the
  case may be, so that the amount of  dividends  paid or declared  and set aside
  for payment per share on the Class B Preferred and the Parity  Dividend  Stock
  shall in all cases bear to each other the same ratio that  accrued  and unpaid
  dividend per share on the shares of Class B Preferred and the Parity  Dividend
  Stock bear to each other.  Notwithstanding the foregoing,  the Company agrees,
  to the extent that there are funds legally available therefore, to declare all
  outstanding Senior Dividend Stock and Party Dividend Stock as may be necessary
  to permit the payment of the full dividends  payable with respect to the Class
  B Preferred.

       (4) Subject to the foregoing provisions, the holders of Common Stock, the
  Parity  Dividend  Stock and each other  class of capital  stock of the Company
  which is junior as to dividends to the Class B Preferred  shall be entitled to
  receive,  as and when  declared by the Board of Directors out of the remaining
  assets of the Company legally available  therefor,  such dividends (payable in
  cash,  capital shares or otherwise) as the Board of Directors may from time to
  time determine.

       (5) Any  reference to  "distribution"  contained in this Section II shall
  not be  deemed  to  include  any  distribution  made in  connection  with  any
  liquidation, dissolution, or winding up of the Company.

      III. Liquidation

      (1) In the event of any  liquidation,  dissolution  or  winding  up of the
Company, whether voluntary or involuntary, then out of the assets of the Company
before any  distribution  or payment to the  holders of the Common  Stock or any
other class of capital  stock of the Company  ranking  junior as to  liquidation
preferences to the Class B Preferred,  but after  distribution to and subject to
the  rights of  holders of capital  stock of the  Company  ranking  senior as to
liquidation rights to the Class B Preferred,  the holders of the shares of Class
B Preferred the outstanding shall be paid the Liquidation Value of the shares of
Class B Preferred  then  outstanding  and such  holders  shall be entitled to no
other or further distribution.

      (2) The Liquidation  Value of each share of the Class B Preferred shall be
$1,000 per share plus the amount of any dividends  which have accrued thereon to
the close of business on the date of such liquidation, dissolution or winding up
and remain unpaid, whether or not such dividends have been earned or declared.

      (3) After  payment in full to the holders of (a) any capital stock ranking
senior  as to  liquidation  rights  to the  Class B  Preferred,  (b) the Class B
Preferred and (c) any class of stock hereafter  issued that ranks on a parity as
to liquidation rights with the Class B Preferred, of the sums which such holders
are entitled to receive in such case, the remaining  assets of the Company shall
be  distributed  among and paid to the holders of the Common Stock and any other
class of capital stock of the Company ranking junior to the Class B Preferred.

      (4) If the  assets  of  the  Company  available  for  distribution  to its
shareholders  shall be  insufficient to permit payment in full to the holders of
the Class B Preferred and all other series of preferred  shares ranking  equally
as to  liquidation  preferences  with the Class B  Preferred  of sums which such
holders  are  entitled  to  receive,  then  all  of  the  assets  available  for
distribution to such holders shall be distributed among and paid to such holders
ratably in proportion to the respective  amounts that would be payable per share
if such assets were sufficient to permit payment in full.

      (5) The  consolidation or merger of the Company with any other corporation
or  corporations  or a sale of all or  substantially  all of the  assets  of the
Company  shall not be deemed a  liquidation,  dissolution  or  winding up of the
Company within the meaning of this Section III.




       IV. Redemption.

      (1) If on  September  30,  1999 a  registration  statement  under  the Act
registering  the Common Stock of the Company into which the Class B Preferred is
convertible is not effective,  the Company shall, at the written election of the
registered owner of any outstanding  shares of Class B Preferred  received on or
before  October  31,  1999,  redeem  such  shares  of Class B  Preferred  at the
redemption  price per share of $1,000  plus any  accrued  and  unpaid  dividends
thereon, whether or not declared, to the date of redemption.

      (2) The  redemption  price  for any  shares  of  Class B  Preferred  to be
redeemed  hereunder  shall be payable in cash,  out of funds  legally  available
therefore,  as soon as  practicable  after  October 31, 1999. If the Company has
insufficient  funds legally  available to pay the redemption price of all of the
shares of Class B Preferred tendered for redemption, the Company shall redeem as
many  shares  as  it  has  legally  available   therefore  pro  rata  among  the
shareholders tendering Class B Preferred for redemption and shall continue to be
obligated to redeem the remaining  shares  tendered for  redemption  when and as
funds become legally available therefore,  subject to the right of any tendering
shareholder to withdraw its election to have such shares redeemed.  Any election
to have any  shares  of Class B  Preferred  redeemed  pursuant  hereto  shall be
accompanied  with the  certificates  representing  the shares being tendered for
redemption.

      (3) At the option of the Company,  at any time after October 1, 2003,  the
shares of the Class B Preferred  may be redeemed by the Company,  in whole or in
part, at any time, at a redemption  price of $1,000 per share,  plus any accrued
and  unpaid  dividends  thereon,  whether  or  not  declared,  to  the  date  of
redemption,  if the  holders  of the  shares to be  redeemed  are given at least
thirty (30) days notice of such redemption in writing.

      V.     Voting Rights.

     The holders of the Class B Preferred  shall have no voting rights except as
required by law.

      VI.  Conversion: Anti-dilution Provisions.

(1)     Subject to the  provisions  of this  Section  VI,  each share of Class B
        Preferred
may be  converted,  at the option of the holder  thereof at any time on or after
October 1, 1999 and prior to October 1, 2003, into fully paid and non-assessable
shares of Common  Stock of the  Company,  in the  manner  and upon the terms and
conditions hereinafter set forth in paragraphs (2) and (3) of this Section VI.

      (2) The holder of each share of Class B Preferred  may convert  such share
of Class B Preferred  into the number of shares of Common  Stock  determined  by
dividing $1,000, by $0.50 (the "Conversion Price").

      (3) In order to convert  the Class B  Preferred  into  Common  Stock,  the
holder  thereof shall  surrender at the  principal  office of the Company (or at
such  other  place as the  Board of  Directors  of the  Corporation  shall  have
reasonably  designated for the purpose) the certificate or certificates for such
Class B Preferred  properly  endorsed in blank for transfer or  accompanied by a
proper  instrument of  assignment or transfer in blank,  together with a written
request for conversion stating the name or names in which such holder wishes the
certificate  or  certificates  for such  Common  Stock to be issued  and, if the
certificate or certificates  are to be issued in a name or names other than such
holder,  payment by such holder of all applicable  transfer  taxes.  The Company
shall, as soon as practicable  thereafter,  issue and deliver to such holder, or
to the nominee or nominees of such holder, a certificate or certificates for the
number of shares of Common  Stock to which  such  holder  shall be  entitled  as
aforesaid. The Class B Preferred shall be deemed to be converted, and the person
or persons in whose name or names any  certificate  or  certificates  for Common
Stock shall be issuable upon such conversion  shall be deemed to have become for
all purposes a holder or holders of record of such Common Stock, at the close of
business on the date upon which the  Company  receives  the written  request for
conversion   covering   such  shares   (which  may  be  delivered  by  facsimile
transmission).  The Company will pay all issue taxes, if any,  incurred upon the
issue of Common Stock upon  conversion  of the Class B Preferred,  provided that
the Company will not pay any  transfer or other taxes  incurred by reason of the
issue of such  Common  Stock in a name or names  other  than that in which  such
Class B Preferred so converted were  registered.  No fractional  shares shall be
issued  upon  conversion,  and the  Company  shall  pay cash in lieu of  issuing
fractional shares based upon the closing bid price or other fair market value as
determined  by the  Board  of  Directors  of one  share of  Common  Stock on the
business day  immediately  preceding  the date of  conversion.  If more than one
certificate  representing  shares of Class B Preferred  shall be surrendered for
conversion  at one time by the same holder,  the number of full shares  issuable
upon conversion  thereof shall be computed on the basis of the aggregate  number
of  shares  of  Class  B  Preferred  represented  by such  certificates,  or the
specified  portions  thereof  to be  converted,  so  surrendered.  All  Class  B
Preferred  which shall have been  converted as provided in this Section VI shall
no longer be deemed to be outstanding  and all rights with respect to such Class
B Preferred  shall  forthwith  cease and  terminate  except for the right of the
holders thereof to receive Common Stock.  Any Class B Preferred  surrendered for
conversion shall be cancelled, retired and thereafter not reissued.

      (4) (A) If at any time or from time to time after the date of  issuance of
Class B Preferred,  the Company  determines  to distribute to the holders of the
Common Stock (i) securities other than Common Stock, or (ii) property other than
cash,  without  payment  therefor,  then,  in each such case,  the Company shall
provide  written notice to each holder of the Class B Preferred at least 30 days
prior to the effective date of any such distribution. During such 30 day period,
the holder of the Class B Preferred  may, at its  election,  convert the Class B
Preferred  into Common  Stock of the Company and, if so  converted,  the holders
shall be entitled to receive such securities or property, other than cash, which
are distributable upon the Common Stock of the Company at the effective date.

           (B) In case the  Company  shall,  after the date of  issuance  of any
Class B  Preferred,  (i) pay a dividend  or make a  distribution  on its capital
shares in Common Stock in capital stock or securities  convertible  into capital
stock,  (ii)  subdivide  its  outstanding  shares of Common Stock into a greater
number of shares (a stock split), (iii) combine its outstanding shares of Common
Stock into a smaller number of shares (a reverse stock split),  or (iv) issue by
reclassification of its Common Stock any shares of capital stock of the Company,
the number of shares of Common  Stock into  which the Class B  Preferred  may be
converted  in effect  immediately  prior  thereto  shall be adjusted so that the
holder  of  any  Class  B  Preferred  surrendered  for  conversion   immediately
thereafter  would be entitled to receive the number of shares of Common Stock or
other  capital  shares of the  Company  which he would  have  owned  immediately
following  such action had such Class B  Preferred  been  converted  immediately
prior  thereto.  An  adjustment  made pursuant to this  subsection  shall become
effective  immediately after the record date of such action.  If, as a result of
an  adjustment  made  pursuant  to this  subsection,  the  holder of any Class B
Preferred thereafter surrendered for conversion shall become entitled to receive
two or more  classes of capital  shares of the  Company,  the Board of Directors
shall  determine the allocation of the adjustment  between or among such classes
of capital shares.

           (C)  Whenever  the  number of shares of Common  Stock  into which the
Class B Preferred  may be  converted  is adjusted as provided in this Section VI
and upon any  modification  of the  rights of a holder of Class B  Preferred  in
accordance  with this Section VI, the Company shall promptly mail to the holders
of the Class B Preferred a certificate  of the Secretary of the Company  setting
forth the number of shares of Common  Stock into which the Class B Preferred  is
convertible  after such adjustment or the effect of such  modification,  a brief
statement of the facts requiring such adjustment or modification  and the manner
of computing such adjustment or modification.

                 (D) In case of any consolidation or merger to which the Company
is a party  other  than a merger or  consolidation  in which the  Company is the
continuing  corporation,  or in case of any sale or conveyance to another entity
of the property of the Company as an entirety or  substantially  as an entirety,
or in the case of any statutory exchange of securities with another  corporation
(including  any  exchange  effected  in  connection  with a  merger  of a  third
corporation  into the Company),  the holders of Class B Preferred shall have the
right  thereafter to convert such Class B Preferred  into the kind and amount of
securities,  cash or other  property which such holders would have owned or have
been entitled to receive immediately after such consolidation, merger, statutory
exchange,  sale  or  conveyance  had  such  Class  B  Preferred  been  converted
immediately prior to the effective date of such consolidation, merger, statutory
exchange,  sale or  conveyance,  and  effective  provision  shall be made in the
Articles of Incorporation of the resulting or surviving corporation or otherwise
so that the  provisions  set forth in this  paragraph  (D) of Section VI for the
protection of the conversion rights of the Class B Preferred shall thereafter be
applicable,  as  nearly  as  reasonably  may be,  to any such  shares  and other
securities  and property  deliverable  upon  conversion of the Class B Preferred
remaining outstanding or other convertible securities received by the holders in
place thereof,  and any such resulting or surviving  corporation shall expressly
assume the obligation to deliver, upon the exercise of the conversion privilege,
such shares,  securities or property as the holders of the Class B Preferred, or
other  convertible  securities  receive in place  thereof,  shall be entitled to
receive  pursuant  to the  provisions  hereof,  and to make  provisions  for the
protection of the  conversion  right as above  provided.  The provisions of this
subsection  (D)  shall  similarly  apply to  successive  consolidation,  merger,
statutory  exchanges,  sales or conveyances.  Notice of any such consolidations,
mergers,  statutory  exchanges,  sales or conveyances  and of said provisions so
proposed to be made,  shall be mailed to the  holders of Class B  Preferred  not
less than 30 days prior to such event. A sale of all or substantially all of the
assets of the Company for consideration consisting primarily of securities shall
be deemed a consolidation or merger for the foregoing purposes.

      (5) The Company  shall at all times after October 1, 1999 reserve and keep
available  out of its  authorized  but  unissued  Common  Stock,  solely for the
purpose of effecting the conversion of 1999  Convertible  Preferred  Stork,  the
number of shares of Common Stock from time to time issuable upon the  conversion
of Class B Preferred then  outstanding and shall take all such action and obtain
all such permits or orders as may be necessary to enable the Company lawfully to
issue Common Stock upon the  conversion of Class B Preferred.  In addition,  the
Company shall also reserve and keep available such other securities and property
as may from time to time be deliverable upon conversion of the Class B Preferred
and shall take all such  action and obtain all such  permits or orders as may be
necessary to enable the Company  lawfully to deliver such other  securities  and
property upon the  conversion of such Class B Preferred.  So long as any Class B
Preferred  shall be  outstanding,  the Company will use its best efforts to take
all  corporate  action  necessary  in order that the  Company  may  validly  and
lawfully issue fully paid and non-assessable Common Stock upon conversion of the
Class B  Preferred,  including,  without  limitation,  the  calling of a special
shareholders  meeting for the purpose of increasing the number of authorized but
unissued shares of Common Stock of the Company as may be necessary."

            4.  The amendment contained in these Articles of Amendment
             to Articles of
Incorporation  was duly  adopted by the board of  directors  of the  Corporation
pursuant to Section 7-106-102 of the Colorado Business Corporation Act.

      IN WITNESS  WHEREOF,  MEDIX  RESOURCES,  INC. has caused these Articles of
Amendment to Articles of  Incorporation  to be signed by its President and Chief
Executive  Officer,  effective  as of the date of filing with the  Secretary  of
State of the State of Colorado.

                                                                           MEDIX
                                 RESOURCES, INC.


                          By:_________________________