STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/08/2000         EXHIBIT 3.1(a)
001292608 - 2094892



                              ARTICLES OF AMENDMENT
                                     to the
                            ARTICLES OF INCORPORATION
                                       of
                                   DIGS, INC.


         The  undersigned,  being  duly  elected  and  empowered  President  and
Secretary,  respectively,  of Digs, Inc., a Delaware corporation,  and acting to
the  provisions  of  Section  242  and  228 of the  General  Corporation  Law of
Delaware,  do affirm that the resolutions amending the Articles of Incorporation
in the following  particulars were duly adopted by a majority of the outstanding
shares of the corporation in the manner which shall hereinafter be set forth.

         Article I of the Articles of  Incorporation  is amended in full to read
as follows:

                                   "ARTICLE I

              The name of the corporation shall be IVIDEONOW, INC.

                                   "ARTICLE IV

                  There are  presently  6,658,631  common  shares of the
         corporation outstanding.

                  The  registered  owners  of  4,618,218  common  shares
         representing a majority of the corporation's outstanding common
         stock  prior  to the  effective  date  of this  amendment  have
         entered into a written  consent to the  foregoing  Amendment to
         the  Articles of  Incorporation  pursuant to Section 228 of the
         General Corporation Law of the State of Delaware,  and thereby,
         in conformance  with Section 242(b) of the General  Corporation
         Law of the State of Delaware."

         IN WITNESS WHEREOF, we, Peter B. Dunn and David Fleming,  have executed
this  Amendment to the Articles of  Incorporation  in duplicate  this 8th day of
June 2000 and say:







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         That we are the President and Secretary,  respectively,  of Digs, Inc.,
duly  empowered and  instructed by the Board of Directors  and  Shareholders  of
Digs, Inc., to execute this Amendment to the Articles of Incorporation;  that we
have read the foregoing  Articles of Amendment to the Articles of  Incorporation
and  know  the  contents  thereof  and  that the same is true to the best of our
knowledge and belief.



                                                /s/ Peter B. Dunn
                                               ------------------------------
                                               Peter B. Dunn, President



                                               /s/ David Fleming
                                               ------------------------------
                                               David Fleming, Secretary






































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                                  Exhibit 10.9
                           SALE AND PURCHASE OF SHARES



         AGREEMENT  made August 31,  2001,  by and between  IVIDEONOW,  INC.,  a
Delaware  corporation  (the  "Seller"),  and DAVID FLEMING,  an individual  (the
"Buyer").


                                    RECITALS

         The  Seller  is the  owner of all of the  Common  Shares,  par one cent
($0.01) per share (the "Shares"), of DXF, Inc. ("DXF").

         The Seller desires to sell,  and the Buyer desires to purchase,  all of
such  Shares at the  price and  subject  to the terms and  conditions  set forth
herein;

         Now, therefore, the parties agree as follows:

1.       Sale of Stock.  The Buyer shall  purchase  and the Seller shall sell an
         aggregate of One Thousand  (1,000)  Common Shares of DXF,  constituting
         all of the issued and outstanding  shares of DXF for the total purchase
         price of Twenty-Five Thousand Dollars ($25,000).

2.       Representations of Seller.  The Seller represents, warrants  and agrees
         with the Buyer as follows:

         (a)      Corporate  Status.  DXF is a  corporation  duly  organized and
                  existing  in good  standing  under  the  laws of the  State of
                  California  and has the corporate  power to own its properties
                  and carry on its business as now being owned and conducted.

         (b)      Shares of Stock.  The 1,000 Common  Shares being sold pursuant
                  to this Agreement constitute all of the issued and outstanding
                  shares of DXF. All of such shares have been validly issued and
                  are fully  paid and  nonassessable.  There are no  outstanding
                  subscriptions,  options or other agreements  obligating DXF to
                  issue additional shares or any other securities of any class.

         (c)      Financial Statements.  The attached balance sheet of DXF as at
                  August 31, 2001,  covering the eight-month period ended August
                  31, 2001, prepared by management, is true and correct and does
                  not contain any  misstatement  of a material  fact, or omit to
                  state  any  fact  required  to make  such  balance  sheet  not
                  misleading, a copy of which is attached hereto as Exhibit A.

         (d)      Financial Status. There has been no material adverse change in
                  the financial  status of DXF since August 31, 2001,  and since
                  that date,  DXF has been operated only in the normal course of
                  business.


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         (e)      Title to Shares.  The Seller has good and marketable  title of
                  the Common  Shares of DXF,  with the  absolute  right to sell,
                  assign  and  transfer  the same to the Buyer free and clear of
                  all liens,  pledges,  security interests,  or encumbrances and
                  without  any breach of any  agreement  to which it is party or
                  parties.

3.       Representations of  Buyer.  The  Buyer represents, warrants, and agrees
         with the Seller that:

         (a)      Status.  The Buyer is an individual  residing in the County of
                  Los Angeles,  State of California.  He has been a director and
                  president of DXF since DXF was incorporated in July, 1999.

         (b)      Liabilities of DXF. The Buyer  represents that as President of
                  DXF, to the best of his knowledge, there are no liabilities of
                  DXF, other than those  liabilities set forth on the DXF August
                  31, 2001, balance sheet.


         (c)      Seller to be Held Harmless. Buyer agrees to be responsible for
                  the  payment  of all DXF  liabilities  and shall  hold  Seller
                  harmless from any obligations,  claims,  demands or actions in
                  law relating thereto.

4.       Conditions  to Buyer's  Obligations.  The  obligations of the Buyer are
         subject,  at its option, to the fulfillment on or before the Closing of
         each of the following conditions:

         (a)      Seller's  Representations  and  Warranties.   There  shall  be
                  furnished to the Buyer a certificate executed by the Seller to
                  the effect  that the  representations  and  warranties  of the
                  Seller contained in this Agreement are true and correct at the
                  date  hereof  and  will be true and  correct  on and as of the
                  Closing Date.

         (b)      Opinion of Counsel.  The Buyer shall have received the written
                  opinion dated as of the Closing Date, from William B. Barnett,
                  Esq.,  15233  Ventura  Boulevard,  Suite  410,  Sherman  Oaks,
                  California 91403, counsel for the Seller, to the effect that:

                  (i)      DXF has been duly  incorporated  and is existing as a
                           corporation in good standing  under  the  laws of the
                           State of California;

                  (ii)     DXF  is in good  standing and legally  authorized  to
                           carry on its business  under the laws of the State of
                           California; and

                  (iii)    the  shares  of DXF  being  acquired  have  been duly
                           issued and are fully paid and nonassessable.

5.       Conditions to Seller's  Obligations.  The obligations of the Seller are
         subject, at its option, to the fulfillment by the Buyer, on  or  before
         the Closing Date, of each of the following conditions:


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<PAGE>
         (a)      Buyer's  Representations and Warranties.  The Buyer shall have
                  furnished  to the Seller a  certificate  of a duly  authorized
                  officer to the effect that the  representations and warranties
                  of the Buyer  contained in paragraph 3 of this  Agreement  are
                  true  and  correct  at the date  hereof,  and will be true and
                  correct on and as of the Closing Date.

         (b)      Investment  Intent.  The Buyer  shall  have  furnished  to the
                  Seller a representation  in form  satisfactory to the Seller's
                  counsel that the Buyer is acquiring  the shares of DXF for its
                  own account for  investment  and not with a view to the resale
                  or  distribution  thereof,  that it understands the nature and
                  effect  of such  representation,  and that it will not sell or
                  transfer any of the shares so acquired by it unless

                  (i)      a  registration  statement  under the  Securities Act
                           of  1933  ("Act")  shall  be  in  effect with respect
                           thereto, or

                  (ii)     it  shall  have  received  written  notice  from  the
                           Securities and Exchange  Commission ("SEC") that such
                           sale or  transfer  may be made  without  registration
                           under said Act, or

                  (iii)    it has received an opinion of counsel satisfactory to
                           the Seller  that  registration  under such Act is not
                           required.

6.       Payment of  Purchase  Price.  The  purchase  price for the stock of DXF
         shall  be paid at the  Closing  by the  Buyer  delivering  to  Seller a
         non-recourse  promissory  note in the  amount of  Twenty-Five  Thousand
         Dollars ($25,000) payable with interest at eight percent (8%) per annum
         on or before December 31,2006.

7.       Promissory  Note.  Buyer's  obligation to pay the unpaid balance of the
         purchase  price  shall be  evidenced  by the  Buyer's  promissory  note
         payable  to the  order  of the  Seller,  substantially  in the  form of
         Exhibit A attached  hereto,  dated as of the Closing Date and delivered
         to the Seller at the  Closing,  bearing  interest  at the rate of eight
         percent (8%) per annum, and payable with interest on or before December
         31,2006. The unpaid principal may be prepaid in whole or in part at any
         time at the option of the Buyer, without penalty or payment of interest
         beyond the date of any such prepayment.

8.       Security.

         (a)      Escrow.  As security for the payment of the purchase  price as
                  evidenced  by the  promissory  note,  the Seller  shall have a
                  security  interest in common  shares of DXF and at the Closing
                  the Buyer  shall  deliver  the  certificates  evidencing  such
                  shares to  Seller.  All shares of DXF held in escrow by Seller
                  shall be endorsed in blank by the Buyer or accompanied by duly
                  executed  stock  powers.  All  rights  in  connection  with or
                  incident  to the  ownership  of such  shares  shall be  vested
                  solely in the Buyer,  subject to the  provisions of the escrow
                  and the rights of the Seller as pledgee and secured party.

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<PAGE>
         (b)      Payment  and  Delivery  of  Shares.  Upon  payment by Buyer to
                  Seller  of the  purchase  price,  any and all  shares  held in
                  escrow shall be delivered to the Buyer.

         (c)      Default and Remedies. If at any time there occurs a default in
                  the  payment  by the Buyer of  principal  or  interest  of the
                  promissory  note  provided for in  paragraph 7, which  default
                  remains  uncured  for  five  (5)  days  after  written  notice
                  thereof,  all payments of unpaid  principal and interest shall
                  be accelerated  and shall become due and payable  immediately,
                  and the share  certificates shall be long to the Seller, or to
                  its assigns,  heirs, or personal  representative,  as the case
                  may be. The Seller shall have the right to sell such shares or
                  any part  thereof,  at public or  private  sale,  at which the
                  Seller may bid and  purchase,  on thirty (30) days'  notice in
                  writing to the Buyer;  and the seller shall apply the proceeds
                  of  such  sale to the  expenses  incident  thereto,  including
                  counsel fees, and to the payment of the principal and interest
                  upon the  promissory  note to the date of payment.  The Seller
                  shall have the right also to  liquidate  and dissolve DXF and,
                  discharging   its  lawful   debts,   apply  the   proceeds  of
                  liquidation  to the payment of  principal  and interest due on
                  the note. The surplus,  if any, resulting from the sale of the
                  shares of DXF by the Seller, or its liquidation, shall be paid
                  over to the buyer.

         (d)      No Recourse  Against Buyer.  Liability of the Buyer to pay the
                  promissory  note is limited  to the shares  held by the Seller
                  and in no event  shall the Buyer be liable for any  deficiency
                  resulting  from such sale of shares or liquidation of DXF, nor
                  shall any  action  or  proceeding  be  brought  by the  Seller
                  against  the Buyer to  recover  judgment  against  it upon the
                  note.

         (e)      Restriction  on Activities of Buyer.  So long as there remains
                  an  outstanding  balance on the  promissory  note described in
                  paragraph  7, Buyer agrees not to do any of the  following.  A
                  failure to comply with such  prohibitions  shall  constitute a
                  default under the terms of said promissory note:

                  (i)      amend its Certificate of Incorporation of Bylaws;

                  (ii)     issue  or  sell  any  shares,  share-options,  bonds,
                           notes, or other  corporate  securities or obligations
                           in excess of  forty-nine  percent (49%) of the issued
                           and outstanding common stock;

                  (iii)    sell, assign, or transfer any of its assets, tangible
                           or  intangible,  except  in  the  ordinary  course of
                           business;

                  (iv)     mortgage, pledge,  create a security  interest in, or
                           otherwise  encumber  any  of  its assets, tangible or
                           intangible,except in the ordinary course of business;


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<PAGE>
                  (v)      declare or pay any  dividends or other  distributions
                           to shareholders,  whether in cash,  corporate shares,
                           or kind,  or  purchase or redeem any of its shares in
                           excess of Ten Thousand Dollars ($10,000) per annum;

                  (vi)     purchase  the  shares  or  securities  of  any  other
                           corporation;

                  (vii)    merge   or   consolidate   with  or  into  any  other
                           corporation,  or  liquidate  or dissolve;

                  (viii)   lend  any  of  its  funds  or  act  as a guarantor or
                           surety;

                  (ix)     borrow any funds other than in the ordinary course of
                           business   for  amounts  in  excess  of   Twenty-Five
                           Thousand Dollars  ($25,000) from any source whatever,
                           whether secured or unsecured.

9.       Closing.  The Closing Date shall be September 5, 2001,  and the Closing
         shall take place at 10:00 A.M.  at the  offices of William B.  Barnett,
         Esq., at 15233 Ventura Boulevard,  Suite 410, Sherman Oaks, California,
         unless otherwise agreed to in writing by the Buyer and the Seller.

10.      Indemnification.  The  Buyer  shall  indemnify  and hold  harmless  the
         Seller,  its  successors  and  assigns  against  any  and  all  damages
         resulting from any breach of any representation,  warranty or agreement
         set forth in this  Agreement,  or the  untruth  or  inaccuracy  thereof
         including,  but not limited to, all statements or figures  contained in
         any of the exhibits to this  Agreement.  The Buyer shall  indemnify and
         hold harmless the Seller against any and all debts, liabilities, choses
         in action,  or claims of any nature,  absolute or contingent,  together
         with all  expenses  and  legal  fees  resulting  from any such  breach,
         untruth,  or  inaccuracy,  or which may be incurred to  compromise,  or
         defend  such  liabilities,  choses in  action or claims of any  nature,
         absolute  or  contingent,  including,  but not  limited to, any and all
         liabilities  for federal  income or excise  taxes or state or municipal
         taxes of any nature.  This  obligation  to indemnify  and hold harmless
         shall survive the Closing but shall be limited to  liabilities of which
         the Buyer  shall  receive  notice  in  writing  from the  Seller or its
         successor or assigns within four (4) years from the date of the Closing
         of this  transaction.  The Seller,  its successors  and assigns,  shall
         notify the Buyer of any such liability,  asserted liability,  breach of
         warranty,  untruth  or  inaccuracy  of  representation,  or  any  claim
         thereof,  with  reasonable  promptness,  and  the  Buyer  or his  legal
         representatives shall have, at his election, the right to compromise or
         defend any such  matter  involving  asserted  liability  of DXF through
         counsel of his own choosing,  at the expense of the Buyer.  Such notice
         and  opportunity  to compromise or defend,  if  applicable,  shall be a
         condition precedent to any liability of the Buyer under this Agreement.
         The Buyer shall  notify the Seller,  or its  successor  or assigns,  in
         writing promptly of his intention to compromise or defend any claim and
         the Seller,  its successors or assigns,  shall cooperate with the Buyer
         and his counsel in compromising or defending against any such claim.


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11.      Arbitration.  All  disputes  between  Buyer and Seller  which cannot be
         resolved,  shall be submitted to binding arbitration in accordance with
         the rules of the  American  Arbitration  Association,  except  that any
         monetary claims for less than Five Thousand  Dollars  ($5,000) shall no
         be so submitted.  Notwithstanding  the  provisions  of this  paragraph,
         either party shall have the right to seek injunctive relief in relation
         to any  threatened  conduct,  which is  permitted  by  applicable  law.
         Expenses of arbitration shall be borne by the  non-prevailing  party in
         the  arbitration  proceeding,  unless  the  selected  arbitrator  shall
         determine otherwise.

         The procedure for arbitration  shall be in accordance with the rules of
         the  American  Arbitration  Association,  except  that Buyer and Seller
         shall each  select one  arbitrator,  and the two  selected  arbitrators
         shall choose a third arbitrator. Should either the Buyer or Seller fail
         to select an  arbitrator  within  ten (10) days  after  arbitration  is
         sought,  or if the  two  arbitrators  shall  fail  to  select  a  third
         arbitrator  within fifteen (15) days after  arbitration is sought,  the
         American Arbitration Association shall select the arbitrator.

12.      "Due on Sale"  Clause.  If at any time prior to December  31 2004,  the
         Buyer sells,  transfers or conveys more than seventy-five percent (75%)
         of the shares received pursuant hereto, or causes  substantially all of
         the assets of DXF to be sold,  the unpaid balance of the purchase price
         together with interest thereon shall become immediately due and payable
         by the Buyer.  Notwithstanding the foregoing,  however,  this paragraph
         shall not be applicable to any sale, transfer or conveyance of stock to
         any  subsidiary of Buyer in which Buyer has at least an eighty  percent
         (80) interest.

13.      Expenses. Each party shall pay the expenses incurred by him or under or
         in connection with this Agreement,  including counsel fees and expenses
         of  his  or  its  representatives,  whether  or  not  the  transactions
         contemplated by this Agreement are consummated.

14.      Finder's  Fees.  The  Seller and the Buyer  represent  that there is no
         obligation  to pay any  commission  finder's  fee or similar  charge in
         connection with the  transactions  provided for in this Agreement.  The
         Seller and the Buyer will  indemnify and hold each other  harmless from
         and against any loss, liability and damage,  including expenses arising
         out of any claim for any such commission,  fee or charge, so far as any
         arises by reason of services alleged to have been rendered to or at the
         instance of such party.

15.      Survival  of  Representations.  The  representations,   warranties  and
         agreements  of  Seller  and Buyer  contained  in this  Agreement  shall
         survive the Closing and shall be unaffected by any  investigation  made
         by any party at any time.

16.      Notices.  All  notices  given  under  any of  the  provisions  of  this
         Agreement  shall be  deemed  to have  been  duly  given by the Buyer if
         mailed by registered or certified mail or sent by courier  guaranteeing
         overnight delivery to the Buyer addressed to:


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                           iVideoNow, Inc.
                           17327 Ventura Boulevard
                           Suite 200
                           Encino, CA 91316

         and shall be deemed to have been duly  given by the Seller if mailed by
         registered or certified mail or sent by courier guaranteeing  overnight
         delivery to the Buyer addressed to:

                           David Fleming
                           17337 Ventura Boulevard
                           Suite 100
                           Encino, CA 91316

         or to such other  address as each of the  foregoing  may  designate  in
         writing by  registered  or  certified  mail or by courier  guaranteeing
         overnight delivery to each of the others.

17.      Amendment.  Neither this Agreement nor any term or provision hereof may
         be changed, waived,  discharged, or terminated orally, or in any manner
         other  than by an  instrument  in writing  signed by the party  against
         which the enforcement of the change,  waiver,  discharge or termination
         is sought.

18.      Binding  Effect.  This Agreement shall be binding upon and inure to the
         benefit of the  respective  parties and their  successors  and assigns,
         heirs  and  personal  representatives,  except as  otherwise  expressly
         provided herein.

19.      Counterparts.   This  Agreement  may  be  executed  in  any  number  of
         counterparts, each of which shall be deemed to be an original.

20.      Waiver.  any  waiver  by  either  party  of any  breach  or any term or
         condition of this  Agreement  shall not be deemed a waiver of any other
         breach,  nor  shall  any  failure  to  enforce  any  provision  of this
         Agreement  operate  as a  waiver  of  such  provision  or of any  other
         provision,  nor  constitute  nor be deemed a waiver or  release  of any
         other party for anything  arising out of,  connected with or based upon
         this Agreement.

         In Witness  Whereof the parties have duly executed this Agreement as of
the date first-above written.
                                               BUYER:

                                               David Fleming

                                               By: /s/ David Fleming
                                                   -----------------------
                                                   David Fleming

                                               SELLER:

                                               iVideoNow, Inc.

                                               By: Peter B. Dunn
                                                   ------------------------
                                                   Peter B. Dunn, President

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