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                                                                (Exhibit 3.1.15)
                              ARTICLES OF AMENDMENT
                                       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 does hereby certify:

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

      2. The Board of  Directors  of the  Corporation  has  adopted  at  Special
Meetings of the Board of Directors, duly called and held on December 1, 1999 and
January 5, 2000, 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 10  thereto,  to read in its
entirety as follows:

       "Section 10. 1999 Series C 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 C Convertible Preferred Stock"
(the "Series C Preferred").  All shares of Series C 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, the 1999
Series  A  Convertible  Preferred  Stock,  and the  1999  Series  B  Convertible
Preferred  Stock,  that is not,  by its terms,  senior to or pari passu with the
Series  C  Preferred,  and  shall  rank  junior  in all  respects  to  the  1996
Convertible  Preferred  Stock,  the 1997  Convertible  Preferred Stock, the 1999
Series  A  Convertible  Preferred  Stock,  and the  1999  Series  B  Convertible
Preferred Stock of the Company.

       II. Dividends.

       (1) Except as specifically described herein, the registered owners of the
Series C  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 Series C
Preferred is convertible is not declared  effective by March 31, 2000, 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 Series C 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 March
31, 2000, 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 Series C  Preferred  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  Series C  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 Series C Preferred)
  on the  Common  Stock or any other  class or series  of  capital  stock of the
  Company  ranking,  as to dividends,  junior to the Series C 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 Series C Preferred  (other than in exchange for
  Common Stock or other class of capital stock ranking junior as to dividends to
  the Series C 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 Series C 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 Series C 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 Series C Preferred
  or on any capital  stock ranking pari passu with the Series C 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 Series C Preferred,  as
  the case may be, so that the  amount of  dividends  paid or  declared  and set
  aside for payment per share on the Series C 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 Series C 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 Series C 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 Series C 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 Series C 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  Series C  Preferred,  the  holders  of the shares of
Series C Preferred the outstanding  shall be paid the  Liquidation  Value of the
shares of Series C Preferred then outstanding and such holders shall be entitled
to no other or further distribution.

      (2) The Liquidation Value of each share of the Series C 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  Series C  Preferred,  (b) the Series C
Preferred and (c) any class of stock hereafter  issued that ranks on a parity as
to  liquidation  rights  with the  Series C  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 Series
C 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 Series C Preferred and all other series of preferred  shares ranking equally
as to  liquidation  preferences  with the Series C 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  March  31,  2000  a  registration  statement  under  the  Act
registering the Common Stock of the Company into which the Series C Preferred is
convertible is not effective,  the Company shall, at the written election of the
registered owner of any outstanding  shares of Series C Preferred received on or
before  March  31,  2000,  redeem  such  shares  of  Series C  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  Series C  Preferred  to be
redeemed  hereunder  shall be payable in cash,  out of funds  legally  available
therefore,  as soon as  practicable  after  March 31,  2000.  If the Company has
insufficient  funds legally  available to pay the redemption price of all of the
shares of Series C Preferred  tendered for redemption,  the Company shall redeem
as many  shares  as it has  legally  available  therefore  pro  rata  among  the
shareholders  tendering  Series C 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 Series C  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  April 1, 2003,  the
shares of the Series C 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 Series C 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 Series C
        Preferred
may be  converted,  at the option of the holder  thereof at any time on or after
March 1, 2000 and prior to March 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 Series C Preferred  may convert such share
of Series C 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 Series C  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
Series C 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  Series C  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 Series C 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
Series C 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 Series C 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  Series C  Preferred  represented  by such  certificates,  or the
specified  portions  thereof  to be  converted,  so  surrendered.  All  Series C
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 Series
C Preferred  shall  forthwith  cease and  terminate  except for the right of the
holders thereof to receive Common Stock. Any Series C 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
Series C 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 Series C Preferred at least 30 days
prior to the effective date of any such distribution. During such 30 day period,
the holder of the Series C Preferred may, at its election,  convert the Series C
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
Series C  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 Series C  Preferred  may be
converted  in effect  immediately  prior  thereto  shall be adjusted so that the
holder  of  any  Series  C  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 Series C 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 Series C
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
Series C Preferred  may be  converted is adjusted as provided in this Section VI
and upon any  modification  of the rights of a holder of Series C  Preferred  in
accordance  with this Section VI, the Company shall promptly mail to the holders
of the Series C Preferred a certificate of the Secretary of the Company  setting
forth the number of shares of Common  Stock into which the Series C 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 Series C Preferred shall have the
right  thereafter to convert such Series C 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  Series  C  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 Series C 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 Series C 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 Series C 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 Series C 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 April 1, 2000  reserve and keep
available  out of its  authorized  but  unissued  Common  Stock,  solely for the
purpose of effecting the conversion of Series C Preferred,  the number of shares
of Common  Stock  from time to time  issuable  upon the  conversion  of Series C
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 Series C 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 Series C 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 Series C Preferred. So long as any Series C
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
Series C  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,  effective as of the date of filing with the  Secretary
of State of the State of Colorado.

                                                                           MEDIX
                                 RESOURCES, INC.


                              By: /s/ John P. Yeros


John P. Yeros, President