EXHIBIT 3.1
                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                            WULF INTERNATIONAL, LTD.


     WULF INTERNATIONAL,  LTD., a Colorado  corporation,  DOES HEREBY CERTIFY AS
FOLLOWS:

1.   The name of this Corporation is Wulf International, Ltd.

2.   This  Certificate  of  Amendment  sets  forth  certain  amendments  to  the
Certificate of Incorporation of this Corporation, which were duly adopted by the
Board of  Directors  of this  Corporation  and the holders of a majority of each
class of stock of this  Corporation  entitled to vote thereon in accordance with
the Business Corporation Act of the State of Colorado.

3.   Article  IV of the  Certificate  of  Incorporation  shall be amended in its
entirety to read as follows:

                                   ARTICLE IV

     The total  number of shares of all  classes of stock that this  corporation
shall have the  authority to issue is 60,000,000  consisting  of (a)  10,000,000
shares of Preferred  Stock,  $1.00 par value (the  "Preferred  Stock"),  and (b)
50,000,000  shares  of  Common  Stock,  $.01 par  value  (the  "Common  Stock").
Stockholders will have no preemptive rights.

     The designations, powers, preferences and relative, participating, optional
or other special rights,  and the  qualifications,  limitations and restrictions
thereof in respect of the Preferred Stock and the Common Stock are as follows:

A.   PREFERRED STOCK.

     1. Dividends. The holder of each share of Preferred Stock shall be entitled
to  receive,  if,  when  and as  declared  by the  Board  of  Directors  of this
Corporation, out of funds legally available for that purpose, dividends.


<PAGE>


2.   Voting Rights of Preferred Stock.

     Except as  otherwise  required by law, a holder of each share of  Preferred
Stock shall be not entitled to vote on any matters.

3.   Priority of the Preferred Stock in Event of Dissolution or Sale of Assets.

          (a) In the event of a  dissolution,  liquidation or winding up of this
     corporation (whether voluntary or involuntary),  after payment or provision
     for payment in full to the  creditors  of this  corporation  but before any
     distribution to the holders of Common Stock, the holders of Preferred Stock
     then outstanding  shall be entitled to receive an amount per share equal to
     $1.00.  After the foregoing  distributions  are made, the holders of Common
     Stock shall be entitled to share  ratably in the  remaining  assets of this
     corporation.

          (b) A consolidation, merger or reorganization of this corporation with
     or into any other  corporation or  corporations,  or a sale, or a series of
     related  sales,  of  all  or  substantially  all  of  the  assets  of  this
     corporation shall not be deemed to be a liquidation, dissolution or winding
     up for the purpose of this Paragraph 3.

4.   Conversion of Preferred Stock into Common Stock.

          (a) Each  share of  Preferred  Stock  shall be  convertible  into five
     shares of Common Stock at any time after one year from the date of issuance
     at the option of the holder  thereof.  Before any holder of Preferred Stock
     shall be entitled to convert  such stock into shares of Common  Stock,  the
     holder shall  surrender the  certificate  or  certificates  therefor,  duly
     endorsed, to this corporation and shall give written notice, duly executed,
     to  this  corporation  of  such  election  to  convert  the  same.  Partial
     redemptions  are not permitted;  the holder of Preferred Stock must convert
     all of his  shares of  Preferred  Stock into  Common  Stock if he elects to
     convert any shares of Preferred  Stock. Any such conversion shall be deemed
     to have been made immediately prior to the close of business on the date of
     the  surrender of the shares of Preferred  Stock to be  converted,  and the
     holder of such  shares  shall be  treated  for all  purposes  as the record
     holder of such shares of Common Stock on such date.

          (b) In case of any capital  reorganization or of any  reclassification
     of the Common Stock of this corporation, or in case of the consolidation of
     this corporation  with, or the merger of this  corporation  into, any other
     corporation,  or  of  the  sale  of  the  properties  and  assets  of  this
     corporation as, or substantially as, an entirety to any other  corporation,


<PAGE>



     the   Preferred   Stock   shall   after   such   capital    reorganization,
     reclassification  of  Common  Stock,  consolidation,   merger  or  sale  be
     exercisable  for the  number  of  shares  of stock or other  securities  or
     property of this  corporation,  or of this corporation  resulting from such
     consolidation or surviving such merger or to which such sale shall be made,
     as the case may be, to which the holder of Common  Stock  issuable  (at the
     time of such  capital  reorganization,  reclassification  of Common  Stock,
     consolidation, merger or sale) upon exercise of the conversion privilege of
     the   Preferred   Stock  would  have  been   entitled   upon  such  capital
     reorganization,  reclassification of Common Stock, consolidation, merger or
     sale had the  conversion  privilege of the Preferred  Stock been  exercised
     prior thereto;  and in any case, if necessary,  the provisions set forth in
     this  Paragraph  4 regarding  the rights and  interests  thereafter  of the
     holders of  Preferred  Stock  shall be  appropriately  adjusted so as to be
     applicable, as nearly as may reasonably be, to any shares of stock or other
     securities  or  property  thereafter  deliverable  on the  exercise  of the
     conversion privilege of the Preferred Stock.

          (c) This corporation shall at all times reserve and keep available out
     of its  authorized  but unissued  Common  Stock,  solely for the purpose of
     effecting  the  conversion  of  Preferred  Stock,  such number of shares of
     Common Stock as shall from time to time be issuable upon the  conversion of
     all outstanding shares of Preferred Stock.

B.   COMMON STOCK.

     1.  Voting.  Each holder of shares of Common Stock shall be entitled to one
vote for each share of Common  Stock so held on all matters as to which  holders
of Common Stock shall be entitled to vote.

     2.  Dividends.  When,  as and if dividends or  distributions  on the Common
Stock  are  declared  by the Board of  Directors  of this  corporation,  whether
payable in cash,  property or in securities of this corporation,  the holders of
outstanding shares of Common Stock shall be entitled to share equally, share for
share, in dividends and distributions.

     3. Other Rights.  Upon any  liquidation,  dissolution or winding-up of this
Corporation  ("Liquidation"),  the  holders of shares of Common  Stock  shall be
entitled to share  equally,  share for share,  in the  remaining  assets of this
corporation  to be  distributed  after the  payment to the  holders of shares of
Preferred Stock of the specific  amounts which they are entitled to receive upon
such Liquidation as herein provided.

     4. The capital of this Corporation  shall not be reduced under or by reason
of said amendment.


<PAGE>

     IN WITNESS WHEREOF, Wulf International, Ltd. has caused this certificate to
be signed by George Wulf, its Chief Executive Officer, this 7th day of December,
1999.

                                              WULF INTERNATIONAL, LTD.


                                               By:  /s/ George R. Wulf
                                                        -----------------------
                                                        George R. Wulf
                                                        Chief Executive Officer












<PAGE>




                                STATE OF COLORADO


                                  DEPARTMENT OF
                                      STATE

                                   CERTIFICATE


     I, DONETTA  DAVIDSON,  SECRETARY  OF STATE OF THE STATE OF COLORADO  HEREBY
     CERTIFY THAT

          ACCORDING TO THE RECORDS OF THIS OFFICE

                            WULF INTERNATIONAL, LTD.
                             (COLORADO CORPORATION)

     FILE  #19871263251  WAS FILED IN THIS OFFICE ON September  26, 1973 AND HAS
     COMPILED  WITH  THE  APPLICABLE  PROVISIONS  OF THE  LAWS OF THE  STATE  OF
     COLORADO AND ON THIS DATE IS IN GOOD STANDING AND  AUTHORIZED AND COMPETENT
     TO TRANSACT BUSINESS OR TO CONDUCT ITS AFFAIRS WITHIN THIS STATE.



Dated: December 02, 1999



                               /s/  Donetta Davison
                                    ------------------
                                    SECRETARY OF STATE














<PAGE>


                            ARTICLES OF INCORPORATION

                                       OF

                              WULF OIL CORPORATION

KNOW ALL MEN BE THESE PRESENTS,  that we, Jack, R. Viders, S.E. Robinson, and L.
T.  Anderson,  citizens of the United  States and  residents of  Colorado,  have
associated  ourselves  together to establish a corporation under and pursuant to
the  general  corporation  laws of the  State  of  Colorado,  for  the  purposes
hereinafter set forth, and we hereby certify as follows.

                                    ARTICLE I

                     The name of this corporation shall be:

                              WULF OIL CORPORATION

                                   ARTICLE II

     The nature of the business of the  corporation and the objects and purposes
to be transacted, promoted and carried on by it are:



<PAGE>


1.   To engage in the leasing of lands believed to contain petroleum,  oils, and
     gas: the improving, mortgaging, leasing, assigning, and otherwise disposing
     of the same; the prospecting, drilling, pumping, piping, storing, refining,
     and selling,  both at wholesale,  and retail,  of oils and gas; the buying,
     otherwise  acquiring,  selling, and otherwise disposing of any and all real
     estate and personal  property  for use in the business of the company;  the
     construction of any and all building,  pipe lines,  pumping  stations,  and
     storage tanks,  and any and all other building  required in carrying on the
     business of the company;  the acting as trustee for holders of oil lands in
     the  receiving  and  disbursement  of funds to be sued in drilling  for the
     common  benefit  of the land  holders;  the  doing of any and  every act or
     thing,  proper,  necessary,  and  incident to the  general  purpose of this
     company.

2.   To engage in the general  business of exploring,  prospecting  and drilling
     for, and in mining, extracting, producing, milling, smelting, refining, and
     otherwise  treating  and  processing  thorium,  uranium,  radium  and other
     fissionable or radioactive  minerals or materials,  and gold, silver, lead,
     copper  and any and all other  precious  or  valuable  or useful  minerals,
     metals, and organic or inorganic substances,  including petroleum and other
     mineral  or  non-mineral  liquid,  solid  or  volatile  substances;  and to
     manufacture metals, metallic products, chemicals and chemical products, and
     the products of any other organic or inorganic substances that may be mined
     or produced by it.

3.   To locate,  patent,  purchase,  lease or otherwise acquire mines and mining
     claims and lands believed to be valuable for their mineral content,  or for
     other organic or inorganic substances,  and to acquire leasehold,  royalty,

<PAGE>

     or other interest therein,  and to explore,  develop,  work and operate the
     same; also to purchase lease, build, construct and operate mills, smelters,
     reduction  plants,  refineries,   manufacturing  plants,  chemical  plants,
     storage and warehouse facilities, and any and all other building structures
     and works  necessary  or useful in carrying on any part of the  business of
     the corporation;  and to acquire, own, hold, use and operate any other kind
     of real property deemed necessary in and about its business.

4.   To purchase or otherwise  acquire,  own,  hold maintain and use any and all
     such power plants,  machinery,  equipment,  appliances,  tools,  automotive
     equipment,  automobiles,  trucks, tractor, earth-moving equipment, drilling
     equipment  and  transportation  facilities,  as may be deemed  necessary or
     useful in carrying on the business of the corporation, or any part thereof.

5.   To engage in the business of  marketing,  selling  distributing,  shipping,
     exporting and otherwise  disposing of the minerals,  metals,  products,  by
     products and materials,  manufactured articles, chemicals and substances of
     any kind,  produced,  made or otherwise  acquired by it; and to sell, lease
     mortgage or otherwise  encumber,  or otherwise to dispose of, any or all of
     its real or personal  property  from time to time when deemed  necessary or
     advisable.

6.   To the extent  permitted by law, to  construct,  operate  roads,  trams and
     private  railroads,  telephone liens and other means of  communication  and
     transportation,  and to establish equip and maintain mining camps,  houses,
     stores and other  buildings,  waterworks,  electric power and light plants,
     sewage disposal facilities and other plants and facilities deemed necessary
     or useful in its business.

7.   To make and enter into contracts with other persons, firms, associations or
     corporations, or with any state, government, or agency thereof, for any and
     all lawful purposes, including, mining, drilling, custom milling, smelting,
     furnishing or any substances to any person, firm association,  corporation,
     state, government or governmental agency.

8.   To engage in general  merchandising,  and to buy,  sell, and deal in goods,
     wares and merchandise,  machinery, appliances, tools, materials, equipment,
     food and other articles, of every kind and character.

9.   To borrow money and to make,  issue,  negotiate and deliver its  promissory
     notes, debentures,  bonds and other securities or evidence of indebtedness,
     and to secure payment  thereof by mortgage,  pledge,  or other  encumbrance
     upon all or any part of its property and assets.

10.  To purchase or  otherwise  acquire the  properties  and assets of any other
     person,  firm or corporation  and the business and good will thereof,  when
     such  acquisition  and the  business  and  good  will  thereof,  when  such
     acquisition  is deemed  advisable,  and to pay therefore in cash, or in its


<PAGE>

     stock,  notes,  debentures or bonds;  and in any such transaction to assume
     and undertake or guarantee  payment of any part or all of the  indebtedness
     or other obligation of the person, firm or corporation whose properties and
     business are so acquired.

11.  To produce or otherwise  acquire,  and to invest in, hold,  own and dispose
     of, the stock, bonds, notes, debentures and other obligations or securities
     issued by any person,  firm,  association or corporation,  and the bonds or
     other evidences of the obligations of any government,  state,  territory or
     province,  or of  any  city,  county,  or  other  governmental  subdivision
     thereof;  and to guarantee  payment of dividends on, or of the principal of
     or interest on, any stocks, bonds, notes, debentures or other securities or
     obligations of any person,  firm,  association or corporation in which this
     corporation has an interest as stockholder, creditor, or otherwise.

12.  To purchase or otherwise,  acquire shares of its own capital stock,  and to
     hold, sell,  exchange,  pledge or otherwise  dispose of on retire the same;
     provided,  that this corporation shall not use any of its funds or property
     for the purchase of its own shares when such use would cause any impairment
     of the capital of this  corporation,  and provided,  that the shares of its
     own stock  belonging  to this  corporation  shall not be voted  directly or
     indirectly while so owned.

13.  To apply for , register  and obtain  patents,  trademarks,  trade names and
     copyrights  and to purchase or otherwise  acquire  rights an licenses under
     patents owned by held by others; and to grant licenses under, or to sell or
     otherwise dispose of, patents and patent rights,  trademarks or trade names
     obtained by this corporation.

14.  To carry on any  other  lawful  business  which may be  deemed  related  to
     tributary to the business of this  corporation,  including  oil, gas, coal,
     oil shale, or other drilling or mining ventures.

15.  To conduct  business  and to have  offices and places of  business,  and to
     acquire,  own and dispose of property of all kinds in the State of Colorado
     and in other states and territories, districts, dependencies or colonies of
     the United State,  and in any foreign  country,  subject to compliance with
     the laws thereof;  and generally to have and exercise all of the powers now
     or  hereafter  conferred  by the general  corporation  laws of the State of
     Colorado, whether or not herein specifically mentioned.

16.  The foregoing  clauses  shall be construed as both objects and powers,  and
     the  foregoing  enumeration  of  powers  shall  not be  deemed  to limit or
     restrict  in any manner the  general  powers of this  corporation;  and the
     purposes,  objects and powers  specified in each of the  paragraphs of this
     Article II shall not be limited or,  restricted  by  reference to inference
     from the  terms of any  other  paragraph,  but each  shall be  regarded  as
     independent objects and purposes.



<PAGE>


                                   ARTICLE III

This corporation shall have perpetual existence.

                                   ARTICLE IV

     The amount of authorized  capital stock of this corporation is Five Hundred
Thousand Dollars ($500,000.00),  consisting of Fifty Million (50,000,000) shares
of the par value of One Cent (1(cent)) each, and all shares when issued shall be
paid and  non-assessable,  and the private property of stockholders shall not be
liable for corporate debts. Stockholder shall have no preemptive rights.

                                    ARTICLE V

     The initial Board of Directors shall consist of three (3) members,  and the
names and addresses of the person who are to serve ad directors  until the first
annual meeting of shareholders or until their  successors be elected and qualify
are:

                                 George R. Wulf
                        811 First National Bank Building
                              Casper, Wyoming 82601

                                  Lyle J. Reber
                                4575 Fortuna Way
                           Salt Lake City, Utah 84117

                                Edward J. Burrows
                           Hay Springs, Nebraska 69347

         Cumulative voting in the election of directors hall be permitted.

                                   ARTICLE VI

     In furtherance and not in limitation of the powers  hereinbefore  conferred
or conferred by the  statutes or the by-laws of this  corporation,  the Board of
Directors shall have the following powers:

1.   To make, alter, amend or repeal by-laws for the corporation, but any by-law
     so made may be  altered,  amended or repealed  by the  stockholders  at any
     annual or special meeting.

2.   From time to time to fix and determine,  and to vary, the amount of working
     capital  of  this  corporation,   to  determine  and  direct  the  use  and
     disposition  thereof,  to set  apart  out of any  funds of the  corporation
     available for  dividends,  a reserve or reserves for any proper purpose and



<PAGE>

     to abolish  such  reserves  in the manner in which it was  created,  and to
     declare dividends from time to time out of any funds available therefor.

3.   To designate  by  resolution  passed by a majority of the whole  board,  an
     executive  committee  and such  other  committee  as the board  shall  deem
     desirable,  each  committee  to consist of at least two (2)  members of the
     board, which committee or committees, to extend provided in such resolution
     or in the  by-laws,  shall have and may exercise the powers of the Board of
     Directors in the intervals between meetings of the Board, in the management
     of the business and affairs of the corporation.

4.   By majority vote of the whole Board of Directors, to sell, lease, or convey
     any part of all of the  property and assets of the  corporation,  including
     its good will, corporate franchise,  upon such terms and conditions and for
     such consideration as the Board of Directors may deem expedient and for the
     best inters of the  corporation;  provided that the sale or disposal of all
     or  substantially  all of the property and assets  shall be  authorized  or
     ratified  by the  affirmative  vote of the  holders of at least  two-thirds
     (2/3rds) of the capital stock then issued and outstanding (or of such class
     of stock,  if more than one  class),  such vote to be taken at a meeting of
     stockholders  duly called for that  purpose as provided by the  Statutes of
     Colorado.

5.   To determine from time to time whether and to what extent and at what times
     and places and under what  conditions  the stock books,  account  books and
     other books and records of the corporation  shall be open for inspection by
     stockholders,  and no stockholder shall have any right to inspect any stock
     record,  account  book,  paper or record  of this  corporation  unless  the
     request  therefor  shall be made in  writing  and in good  faith and for an
     honest  purpose and not for the purpose of injuring the  corporation  or of
     interfering with its business.

6.   Pursuant  to the  affirmative  vote of the  holders of at least  two-thirds
     (2/3rds) of the stock  issued and  outstanding  having  voting power (or of
     each  class of stock,  if more than one  class),  given at a meeting of the
     stockholders duly called for the purpose,  the Board of Directors hall have
     full power and authority at any meeting,  after first paying or having made
     adequate  provision  for the  payment of the debts and  obligations  of the
     corporations  to make on or more pro rata  distributions  of part or all of
     the assets of the  corporation  in kind,  or in cash, or partly in kind and
     partly in cash, to all  stockholder  who shall have first  deposited  their
     capital stock with the Board of Directors or with an agent  designated  for
     such purpose, and the Board of Directors,  if it shall so elect, shall have
     full power and authority to make on or more pro rata  distributions  of all
     or part of the assets of the corporation,  in kind or in cash, or partly in
     kind and partly in cash,  to a trustee  appointed  by said Board to act for
     the benefit of all stockholders who the rights of said  stockholders in all
     respect to be governed by the trust  agreement  under which said assets may
     be distributed to said trustee.


<PAGE>


                                   ARTICLE VII

     The principal office and place of business of this corporation in the State
of Colorado shall be kept in the City and Country of Denver. The corporation may
also have an office and own, hold or operate properties in other counties of the
State of Colorado, or elsewhere, as herein before stated.

     The original  stock books and ledgers and other books and records  required
by the  Statutes  of  Colorado  to be kept for  inspection  by  stockholders  or
creditors,  shall be kept at the principal office of the Corporation in the City
and County of Denver.

     Meetings at the Board of Directors and of the  stockholder may be held from
time to time outside of the State of Colorado at such times and places as may be
designated by the by-laws or resolutions of the Board of Directors.

                                  ARTICLE VIII

     The  corporation  shall be  entitled  to treat the person in whose name any
shares  of stock  are  registered  on its  books as the  owner  thereof  for all
purposes,  and shall not be bound to reorganize  any equitable or other claim to
or interest of such shares on the part of any other  person,  whether or not the
corporation  shall  have  notice  thereof,   except  upon  presentation  of  the
certificate or certificates  for such shares  properly  endorse by the person or
persons appearing upon the face of such certificate to be the owner thereof,  or
accompanied by a proper  transfer or assignment  separate from the  certificate,
with  the  signatures  of such  endorsement  or  assignment  duly  witnessed  or
guaranteed,  or except as may be otherwise  expressly provided by the Statues of
Colorado, or ordered by a court of competent jurisdiction.



<PAGE>


                                   ARTICLE IX

     To  indemnify  each  director  and  officer  of  the  corporation,  against
reasonable costs and expenses,  including counsel fees, actually and necessarily
incurred by him in  connection  with any action,  suit or proceeding to which he
may be made a party by  reason  of his being or  having  been a  director  or an
officer of the corporation, except in relation to any action, suit or proceeding
in which he has been adjudged  liable because of negligence  misconstrued  which
shall be deemed to include willful  misfeasance,  bad faith, gross negligence or
reckless  disregard of the duties involved in the conduct of his office.  In the
absence of an adjudication  which expressly  absolved the director or officer of
liability to the corporation or its  stockholders for negligence and misconduct,
within the meaning thereof as used herein, or in the even of a settlement,  each
director and officer (and his heirs,  executors,  and  administrators)  shall be
indemnified by the corporation against payments made, including reasonable costs
and expenses,  provided that such indemnify shall be conditioned  upon the prior
determination  by a resolution  of  two-thirds  (2/3rds) of those members of the
Board of Director of the corporation  who are not involved in the action,  suit,
or  proceeding  that the  director  or  officer  has no  liability  by reason of
negligence  or  misconduct,  within  the  meaning  thereof as used  herein,  and
provided  further that if a majority of the members of the Board of Directors of
the  corporation   are  involved  in  the  action  suit  or  proceedings,   each
determination shall have been made by a written opinion of independent  counsel.
Amounts paid in  settlements  shall not exceed  costs,  fees and expenses  which


<PAGE>

would have been reasonably incurred if the action,  suit, or proceeding had been
litigated to a conclusion.  Such a determination by the Board of directors or by
independent counsel, and the payments of amounts by the corporation on the basis
thereof shall not prevent a stockholder from challenging such indemnification by
appropriate  legal  proceeding on the ground that the  indemnified was liable to
the  corporation or its security  holders by reason of negligence or misconduct,
within  the  meaning   thereof  as  used  herein.   The  foregoing   rights  and
indemnification shall not be exclusive of any other rights to which the officers
and directors may be entitled according to law.

                                    ARTICLE X

     The rights is expressly  reserved to amend these Articles of  Incorporation
or any article  herein in any manner or respect nor or  hereafter  permitted  or
provided by the corporation laws of Colorado, and the rights of all stockholders
are expressly made subject to such power of amendments.

                                   ARTICLE XI

The address of the initial  registered  office of the Corporation is 777 Capitol
Life Center,  Denver,  Colorado  80203,  and the name of the initial  registered
agent of the corporation at such address is Jack R. Viders.

                                   ARTICLE XII

         The name and addresses of the incorporators are:

JACK R. VIDERS             306 United Bank Center, Denver, CO.  80202
S. E. ROBINSON             306 United Bank Center, Denver, CO.  80202
L. T. ANDERSON             306 United Bank Center, Denver, CO.  80202

















     Executed this 6th day of September, 1973, by the undersigned incorporators.


                                             /s/ Jack R. Viders
                                                 --------------
                                                 Jack R. Viders




                                             /s/ S. E. Robinson
                                                 --------------
                                                 S. E. ROBINSON



                                             /s/ L. T. Anderson
                                                 --------------
                                                 L. T. ANDERSON


         STATE OF COLORADO  )
                            ) ss
 CITY AND COUNTY OF DENVER  )


     I,  Carol A.  Vieyra,  a Notary  Public in and for the City and  County and
State aforesaid,  do hereby certify that Jack R. Viders, S.E. Robinson and L. T.
Anderson,  who  are  personally  know  to the be the  persons  whose  names  are
subscribed to the foregoing  Articles of Incorporation,  appeared before me this
day in person and upon oath swore to the truth of the facts  therein  stated and
acknowledged that they signed and delivered said instruments of writing as their
free and voluntary act.

     Given under my hand and official seal this 6th day of September, 1997

     My commission expires :


                                              /s/ Carol V. Vieyra
                                           ---------------------------




<PAGE>



SS: Form D-4 (Rev. 7/91)            MAIL TO:
Submit in Duplicate        Colorado Secretary of State
Filing Fee:                    Corporation Office
                            1560 Broadway, Suite 200
                              Denver, Colorado   80202
                                 (303) 894-2200


                             ARTICLES OF AMENDMENTS
                                     to the
                            ARTICLES OF INCORPORATION

     Pursuant to the provisions of Colorado  Corporation  Code, the  undersigned
corporation  adopts the  following  Articles  of  Amendments  to it  Articles of
Incorporation:

     FIRST:   The name of the corporation is (note 1)   WULF   OIL CORPORATION
                                                        ----------------------

     SECOND:  The  following  amendment  to the  Articles of  Incorporation  was
adopted on September 30 1991, as prescribed by the Colorado Corporation Code, in
the manner marked with an X below:

              Such  amendment  was adopted  by  the  board of directors where no
    -------
shares have been issued.

       X      Such  amendment was  adopted by  a vote of the  shareholders.  The
    -------
number of shares voted for the amendment was sufficient for approval.

     Amendment One:   The name of the  corporation  was  changed  from  Wulf Oil
                      Corporation to WULF INTERNATIONAL, LTD.

     THIRD:  The  manner,  is not set  forth in such  amendment,  in  which  any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows:

     FOURTH:  The manner in which such amendment  effects a change in the amount
of stated capital as changed by such amendment are as follows:

                                              WULF OIL CORPORATION  (Note 1)
                                              ---------------------

                                      By      /s/ Larry C. Wulf
                                              ---------------------
                                               Larry C. Wulf
                                              Its         President

                                      and     /s/ George R. Wulf    (Note 2)
                                              ---------------------
                                                  George R. Wulf
                                              Its         Secretary


                                                                    (Note 3)
                                              ---------------------
                                             Its           Director

     NOTES:  1. Exact  corporate  name of  corporation  adopting the Articles of
Amendments. (If this is a change of name amendment to name before this amendment
is filed)

          2.   Signatures and titles of officers signing for the corporation.

          3.   Where no shares have been issued, signature of a director

<PAGE>


                                    MAIL TO:
                           COLORADO SECRETARY OF STATE
                              CORPORATIONS SECTION
                            1560 Broadway, Suite 200
                             Denver, Colorado 80202
                                 (303) 894-2200


This document must be typed

Filing fee: $10.00. $20.00 When resigning as off/dir and Registered Agent

RESIGNATION OF OFFICER, DIRECTOR OR REGISTERED AGENT

AFFIDAVIT

       PETER B. SCOTT, the affiant, being duly sown, states under oath and
under penalty of perjury, that:

<TABLE>


1.     S/he has resigned as a:
<S>                                 <C>                   <C>                 <C>

           Director                        President      Vice-President              Secretary
----------                          ------                                    -------
           Assistant Secretary             Treasurer      Registered Agent
----------                          ------                                    -------


</TABLE>

                           Of        WULF INTERNTIONAL, LTD.
                              ------------------------------

2.    Notice of such resignation has been delivered to the corporation pursuant
to Colorado statues, Articles of Incorporation or the by laws.

3.    THE REGISTERED OFFICE IS DISCONTINUED
                                             -------------------------

                                           / s/ Peter B. Scott
                                                --------------------------------
                                                Signature of person resigning

                                                6959 West 14th Avenue, Suite 100
                                                --------------------------------
                                                Lakewood, Colorado 80214
                                                --------------------------------
                                                Address

Dated:

State of        )
                )
County of       )
                                951101941 M$20.00
                               Secretary of State
         Subscribed and sworn to before me by  08-14-95 13:37
                                             -----------------------------------
this                    day  of                              , 19    .
     ------------------         -----------------------------    ----


                                                --------------------------
                                                Notary Public

My commission expires:
                       ---------------
THIS  FILING  IS A  NOTICE  FILING  ONLY AND IN NO WAY  AFFECTS  THE  RIGHTS  OR
LIABILITIES OF THE RESIGNING  OFFICER,  DIRECTOR OR AGENT. IF THE RESIGNATION IS
ONLY  THAT  OF  THE  REGISTERED  AGENT,  THIS  DOCUMENT  IS NOT  REQUIRED  TO BE
NOTARIZED.



<PAGE>

                           Mail to: Secretary of State
                              Corporations Section
                            1560 Broadway, Suite 200
                             Denver, Colorado 80202
                                 (303) 894-2251
                               Fax (303) 894-2242

MUST BE TYPED
FILING FEE: $10.00
MUST SUBMIT TWO COPIES
            ---
                             STATEMENT OF CHANGE OF
Please include a typed       REGISTERED OFFICE OR
self addressed envelope      REGISTERED AGENT, OR BOTH

Pursuant to the  provisions  of the  Colorado  Business  Corporatation  Act, the
Colorado Nonprofit Corporation Act, the Colorado Uniform Limited Partnership Act
of 1981  and the  Colorado  Limited  Liability  Company  Act,  the  undersigned,
organized under the law of:

                                    COLORADO
                                    --------

submits the  following  statement  for the purpose of  changing  its  registered
office or it registered agent, or both, in the state of Colorado.

FIRST:  The name of the corporation, limited partnership or limited liability
company is
                             WULF INTERNATIONAL, LTD
        ---------------------------------------------------------------


SECOND:  Street address of current REGISTERED OFFICE is:    AGENT RESIGNED
         and if change, the new street address is : 1675 Broadway, Denver,
         Colorado 8020?

THIRD:   The name of its current REGISTERED AGENT is   AGENT RESIGNED
         and if changed, the new registered agent is:  The Corporation Company

         Signature of Registered Agent by:  /s/ Daniel R. Glatz
         Principal place of business 5200 Keller Springs Road, Suite 1131
         Dallas, Texas 75248

The address of its registered  office and the address of the business  office of
its registered agent, as changed, will be identical.


                                     WULF INTERNATIONAL LTD.
                                     -----------------------------
                                         Name of Entity

                                     By:    /s/ Authorized Officer
                                          ------------------------
                                     Its  PRESIDENT
                                          ------------------------
                                          Title