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                                                                   EXHIBIT 3.3




                             ARTICLES OF AMENDMENT

         Pursuant to RCW 23B.10.060 of the Washington Business Corporation Act,
the following Articles of Amendment to Restated Articles of Incorporation are
herewith submitted for filing.

         ARTICLE 1.  The name of record of the corporation is:

                          Multicom Publishing, Inc.

         ARTICLE 2.  The text of the amendment as adopted is as follows:

                 Article III is amended by adding the following:

                Rights, Preferences and Restrictions of Series A Preferred Stock

The rights, preferences, privileges, and restrictions granted to and imposed on
the Series A Preferred Stock, which series shall consist of one hundred fifty
thousand (150,000) shares, are as set forth below.

1.       Dividends.

         (a)     Each share of Series A Preferred Stock shall be entitled to
                 receive out of funds legally available therefor, annual
                 dividends in the amount of $.65 per share payable monthly in
                 cash (subject to adjustment pursuant to subparagraph (d)
                 hereof) (as applicable, the "Series A Dividend Rate").
                 Dividends on the Series A Preferred Stock shall accrue (on a
                 daily basis) from the date of the issuance thereof and shall
                 be cumulative so that if, for any previous or then current
                 dividend period, dividends shall not have been paid or set
                 apart for payment, upon all outstanding shares of Series A
                 Preferred Stock, the deficiency shall be paid and set apart
                 for payment before any dividends are paid or declared on the
                 Common Stock or any class or series of stock ranking as to
                 dividends or assets junior to the Series A Preferred Stock.

         (b)     Unless otherwise determined by the Board of Directors, the
                 record date for determining holders entitled to receive the
                 dividends referenced in clause (a) above shall be the
                 fifteenth day of the month preceding the scheduled payment
                 date.  Dividends shall be payable monthly on the first day of
                 each calendar month, with the first anticipated monthly
                 payment date being the first day of the month following the
                 issuance thereof.

         (c)     The shares of Series A Preferred Stock shall have a preference
                 with respect of payment of dividends superior to all other
                 equity securities of the Company.  Any other class or series
                 of stock shall be junior to the Series A Preferred Stock in
                 right of payment of dividends.


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         (d)     In case outstanding shares of Series A Preferred Stock shall
                 be subdivided into a greater number of shares of Series A
                 Preferred Stock, the Series A Dividend Rate in effect
                 immediately prior to such a subdivision shall, simultaneously
                 with the effectiveness of such subdivision, be proportionately
                 reduced, and, conversely, in case outstanding shares of Series
                 A Preferred Stock shall be combined into a lesser number of
                 shares of Series A Preferred Stock, the Series A Dividend Rate
                 in effect immediately prior to such a combination shall,
                 simultaneously with such combination, be proportionately
                 increased.

2.  Voting.

         (a)     Except as otherwise required by law or by the provisions of
                 the Articles, as amended, or as set forth herein, the shares
                 of Series A Preferred Stock shall have no voting rights.

         (b)     The Company will not, without the affirmative vote (with each
                 share of Series A Preferred Stock being entitled to one vote)
                 or consent of the holders of not less than fifty-one percent
                 (51%) of the outstanding shares of Series A Preferred Stock,
                 voting as a class, given in writing or by resolution adopted
                 at a meeting called for such purpose:

                 (1)      Authorize or issue any class or series of stock,
                          including, but not limited to, Convertible Securities
                          (as defined hereinafter), other than shares of Common
                          Stock;

                 (2)      Effect an exchange, reclassification or cancellation
                          of all or part of the shares of Series A Preferred
                          Stock;

                 (3)      Effect an exchange, or create a right of exchange, of
                          all or part of the shares of another class or series
                          into shares of Series A Preferred Stock;

                 (4)      Create a class or series of shares having rights,
                          preferences or privileges prior to or on a parity
                          with shares of Series A Preferred Stock;

                 (5)      Effect a redemption, cash or stock dividend;

                 (6)      Except for acquisitions of companies with an
                          aggregate purchase price of less than $1,000,000 (i)
                          enter into any merger, share exchange, business
                          combination or consolidation (or permit any company,
                          a majority of the voting stock of which is owned or
                          controlled by the Company, to enter into any such
                          transaction, excluding a transaction between
                          wholly-owned subsidiaries of the Company) with any
                          other company or other entity, (ii) sell, lease, or
                          otherwise dispose of all or substantially all of its
                          properties or assets, (iii) acquire all or
                          substantially all of the properties or assets of





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                          any other company or entity, or (iv) liquidate,
                          dissolve or wind up the Company's affairs;

                 (7)      Amend the Articles or bylaws of the Company in any
                          way if such amendment would cancel or adversely
                          change, alter or affect the preferences or rights
                          (including, without limitation, the conversion
                          privilege, the redemption privilege or the
                          liquidation preference) of the Series A Preferred
                          Stock; or

                 (8)      Increase the maximum number of directors constituting
                          the Board of Directors to a number in excess of
                          thirteen (13).

         (c)     The holders of the Series A Preferred Stock shall be entitled
                 to have one of their representatives attend each meeting of
                 the Company's board of directors and each meeting of a
                 committee of the Company's board of directors.

3.       Conversion.

         (a)     The Series A Preferred Stock shall be convertible, at the
                 option of the holder thereof , at any time after the date of
                 issuance of  each such share and prior to the redemption of
                 each such share, at the office of the Company or any transfer
                 agent for the Series A Preferred Stock, into full paid and
                 nonassessable shares of Common Stock at a conversion price of
                 $2.28 per share.

         (b)     Before any holder of Series A Preferred Stock shall be
                 entitled to convert the same into shares of Common Stock, the
                 holder shall surrender the certificate or certificates
                 therefor, duly endorsed, at the office of the Company or of
                 any transfer agent for the Series A Preferred Stock, and shall
                 give written notice by mail, postage prepaid, to the Company
                 at its principal corporate office, of the election to convert
                 the same and shall state therein the name or names in which
                 the certificate or certificates for shares of Common Stock are
                 to be issued.  The Company shall, as soon as practicable
                 thereafter, issue and deliver at such office to such holder of
                 Series A Preferred Stock, 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.  Such conversion shall be deemed to have been
                 made immediately prior to the close of business on the date of
                 such surrender of the shares of Series A Preferred Stock to be
                 converted, and the person or persons entitled to receive the
                 shares of Common Stock issuable upon such conversion shall be
                 treated for all purposes as the record holder or holders of
                 such shares of Common Stock as of such date.

4.       Liquidation Preference.

         (a)     In the event of any voluntary or involuntary dissolution,
                 liquidation, sale of substantially all the Company's assets or
                 winding-up of the affairs of the





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                 Company and after payment or provision for payment of the
                 debts and other liabilities of the Company, the holders of
                 shares of the Series A Preferred Stock shall be entitled,
                 before any distribution is made upon any other capital stock
                 of the Company, to receive a preferential payment from the
                 assets of the Company of cash or property (to the extent of
                 funds legally available therefor) equal to $5.00 for each
                 share of Series A Preferred Stock (the "Base Preference
                 Amount") plus an amount equal to all accrued dividends
                 (whether declared or undeclared), including but not limited
                 to, the dividends in Paragraph 2, computed to the date of
                 payment thereof for each share (the Base Preference Payment
                 plus the amount of all such accrued dividends being sometimes
                 referred to as the "Series A Liquidation Payments").

         (b)     If upon any dissolution, liquidation, sale of assets or
                 winding up of the affairs of the Company, the assets of the
                 Company distributable as aforesaid among the holders of Series
                 A Preferred Stock shall be insufficient to permit the payment
                 to them of the full Series A Liquidation Payments to which
                 they are entitled, then the entire assets of the Company shall
                 be distributed ratably among the holders of the Series A
                 Preferred Stock in the proportion that the amount of such
                 assets bears to the aggregate Series A Liquidation Payments.

         (c)     Written notice of a liquidation, dissolution, sale of assets
                 or winding-up, stating a payment date and, to the extent
                 known, the amount of the Series A Liquidation Payments and the
                 place where said payments shall be payable, shall be given by
                 first class mail (postage prepaid), by telecopy, by overnight
                 courier, or by telex, not less than twenty (20) calendar days
                 prior to the payment date stated therein, to the holders of
                 record of the Series A Preferred Stock, such notice to be
                 addressed to each such holder at the address shown on the
                 stock transfer records of the Company.

         (d)     If upon the merger or consolidation of the Company into or
                 with any other company, or the merger of any other company
                 into the Company, the capital stock of the Company is to be
                 converted into or exchanged for cash or other property or
                 securities of a company other than the Company, the allocation
                 of any such cash, securities or other property into which
                 shares of capital stock of the Company are to be converted or
                 for which it is to be exchanged shall be made in accordance
                 with the provisions of paragraphs (a) and (b) of this Section
                 4 as if such merger or consolidation were a liquidation of the
                 Company.  Nothing herein shall be construed as requiring or
                 permitting a merger or consolidation to be treated as a
                 liquidation for any purpose other than the allocation provided
                 for in this Section.

         (e)     In case outstanding shares of Series A Preferred Stock shall
                 be subdivided into a greater number of shares of Series A
                 Preferred Stock, the Series A Liquidation Payment in effect
                 immediately prior to such a subdivision shall, simultaneously
                 with the effectiveness of such subdivision, be proportionately
                 reduced, and, conversely, in case outstanding shares of Series
                 A Preferred shall be combined





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                 into a smaller number of shares of Series A Preferred Stock
                 the Series A Liquidation payment in effect immediately prior
                 to each such combination shall, simultaneously with the
                 effectiveness of such combination, be proportionately
                 increased.

         (f)     In the event of any voluntary or involuntary liquidation,
                 dissolution, sale of assets or winding-up of the Company which
                 will involve the distribution of assets other than cash, the
                 Company shall promptly engage a competent independent
                 appraiser to determine the value of the assets to be
                 distributed to the holders of shares of Series A Preferred
                 Stock and the holders of any other series or class of
                 outstanding capital stock (it being understood that with
                 respect to the valuation of securities, the Company shall
                 engage such appraiser as shall be approved by the holders of a
                 majority of shares of the Company's outstanding Series A
                 Preferred Stock).  The Company shall, upon receipt of such
                 appraiser's valuation, give prompt written notice to each
                 holder of shares of Series A Preferred stock of the appraisers
                 valuation.

5.       No Dissolution or Impairment.

         The Company will not, by amendment of its Articles or through any
         reorganization, transfer of assets, consolidation, merger,
         dissolution, issue or sale of securities or any other voluntary
         action, avoid or seek to avoid the observance or performance or any of
         the terms of the Series A Preferred Stock set forth herein, but will
         at all times in good faith assist in the carrying out of all such
         terms and in the taking of such action as may be necessary or
         appropriate in order to protect the rights of the holders of the
         Series A Preferred Stock against dilution or other impairment.

6.       Additional Remedies.

         In the event of any default in performance of the obligations set
         forth in paragraphs (c), (d), and (e) hereof, any holder of Series A
         Preferred Stock may, in addition to any other remedies provided herein
         or by law, bring suit to compel performance of such obligations to
         such holder.

7.       Notice of Record Date.  In the event of:

         (a)     any taking by the Company of a record of the holders of any
                 class of securities for the purpose of determining the holders
                 thereof who are entitle to receive any dividend or other
                 distribution, or any right to subscribe for, purchase or
                 otherwise acquire any share of stock of any class or any other
                 securities or property, or to receive any other right;

         (b)     any recapitalization of the Company, any reclassification of
                 the capital stock of the Company, any merger or consolidation
                 of the Company, or any transfer of all





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                 or substantially all of the assets of the Company to any other
                 Company, or any other entity or person; or

         (c)     any voluntary or involuntary dissolution, liquidation or
                 winding-up of the Company;

then and in each such event the Company shall mail or cause to be mailed to
each holder of Series A Preferred Stock a notice specifying (i) the date on
which any such record is to be taken for the purpose of such dividend,
distribution or right and a description of such dividend, distribution or
right, (ii) the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation , merger, dissolution, liquidation or
winding-up is expected to become effective and (iii) the time, if any, that is
to be fixed, as to when the holders of record of Common Stock (or other
securities) shall deliver such Common Stock or other securities for securities
or other property deliverable upon such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding- up.  Such notice shall be mailed by first class mail, postage prepaid,
or sent by telecopy or overnight courier, at least fifteen (15) days prior to
the date specified in such notice on which such action is to be taken.

         ARTICLE 3.  The date of adoption of the amendment was:

                          February 7, 1997

         ARTICLE 4.  The amendment was adopted by:

                 The board of directors.  Shareholder action was not required.

         ARTICLE 5.  These Articles will be effective upon filing.



Dated:  February 7, 1997


                                       ____________________________________
                                       Tamara L. Attard
                                       Chairperson and Chief Executive Officer





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