Exhibit 3.1(d) - Articles of Incorporation and Amendments (Nevada)

              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
                            (After Issuance of Stock)

Filed By:

Name of Corporation

We  the   undersigned   President  and  Secretary  of   BioProgress   Technology
International, Inc., (f/k/a Famous Sam's Group, Inc.) do hereby certify:

That the Board of Directors of said  corporation  at a meeting duly convened and
held on the 1st day of  November,  1998,  adopted  a  resolution  to  amend  the
original  articles  as  follows:  Article  IV,  Section  4.1,  Increase in Share
capital. All of which is restated in its entirety, along with the other articles
in the attachment.

The number of shares of the  corporation  outstanding and entitled to vote on an
amendment  of the  Articles  of  Incorporation  was  5,000,000:  that  the  said
change(s) and amendment  have been  consented to and approved by a majority vote
of the  stockholders  holding  at  least a  majority  of  each  class  of  stock
outstanding and entitled to vote thereon.

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President or Vice President

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Secretary or Assistant Secretary

City of Cambridge                     )
County of Cambridgeshire              ) ss.
United Kingdom                        )

On December 17, 1998,  personally appeared before me, a Notary Public,  Barry J.
Muncaster, who acknowledged that he executed the above instrument.
Notary Public

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                            FAMOUS SAM'S GROUP, INC.

Know All Men By These Presents: that the following amended and restated articles
of incorporation  (i) were adopted by the board governing this  corporation,  as
required by the shareholders thereof and approved in accordance with the laws of
the  State of  Nevada,  and (ii)  from and  after  the date of  filing  with the
Secretary of State for the State of Nevada,  constitute the Amended and Restated
Articles  of  Incorporation  for  BioProgress  Technology  International,  Inc.,
formerly known as Famous Sam's Group, Inc.

ARTICLE  I
(Name)

The name of the corporation shall be BioProgress Technology International,  Inc.
(the Corporation).

ARTICLE II
(Period of Duration)

The  Corporation  shall  exist in  perpetuity  from and after the date of filing
these  Articles of  Incorporation  with the  Secretary of State for the State of
Nevada, unless and until dissolved according to law.

<PAGE>


ARTICLE III
(Purpose and Powers)
The  Corporation  has been  formed for the  purpose of  transacting  any and all
lawful business for which corporations may be formed under the laws of the State
of Nevada.  The Corporation  shall have and may exercise all rights,  powers and
privileges now and hereafter  conferred upon corporations  formed under the laws
of the State of Nevada to  effectuate  its stated  purpose and may do everything
necessary, lawful, suitable, and proper in accomplishment thereof.

ARTICLE IV
(Capital)

Section 4.1 Classes of Shares. The proprietary interest of the Corporation shall
be divided into two classes of stock, which are collectively  referred to herein
as Shares.  The first is a class of common stock, par value $.00l per share, and
the second a class of preferred  stock, par value $.0l per share. (An individual
share within the respective  classes of stock shall be referred to appropriately
as either a Common Share or a Preferred  Share).  The Corporation shall have the
authority to issue 50,000,000 Common Shares and 5,000,000  Preferred Shares. The
authority of the Corporation to issue shares may be limited by resolution of the
board of directors of the  Corporation  (the Board of Directors).  Shares may be
issued from time to time for such  consideration in money or property  (tangible
or intangible) or labor or services actually performed as the Board of Directors
may  determine in its sole  judgment and without the  necessity of action by the
holders of  Shares.  Common  Shares  may be issued in series.  Shares may not be
issued until paid for and, when issued,  are non assessable.  Fractional  Shares
may not be issued by the Corporation and, in the event fractional  shares are or
may become  outstanding,  the  Corporation  shall redeem said shares at the then
market price.

Section 4.2  Preferred  Shares.  The Board of Directors is  authorized to act by
resolution,  subject  to  limitations  prescribed  by the  laws of the  State of
Nevada,  these Articles of  Incorporation,  the Bylaws of the  Corporation  (the
Bylaws),  and  previous  resolutions  by the Board of  Directors  limiting  this
authorization,  to provide for the  issuance of Preferred  Shares in series.  To
exercise this authority the Board of Directors  must first  designate the series
so  established,   and,  secondly,   fix  and  determine  the  relative  rights,
preferences,  and limitations of the Preferred Shares in the series  established
to the extent not fixed and  determined  by reference to the Nevada  Corporation
Code. Without limiting the generality of the foregoing,  this authority includes
fixing and determining the following:

(a) The  number  of  Preferred  Shares  which may be  issued  under  the  series
established, and the designation of such series;

(b) The rate of dividend on Preferred Shares of that series, if any, the time of
payment of dividends, whether dividends shall be cumulative, and, if cumulative,
the date from which dividends shall begin accruing;

(c) Whether Preferred Shares of that series may be redeemed, and, if redeemable,
the redemption price, terms, and conditions of redemption;

(d)  Whether  to  establish  a sinking  fund or make  other  provisions  for the
redemption or purchase of Preferred Shares of that series;

(e) The amount  payable per  Preferred  Share of that series in the event of the
dissolution,  liquidation, or winding up of the Corporation, whether voluntarily
or involuntarily;

(f) Voting powers, if any, of the series; and

(g) Whether the series shall have  conversion  privileges,  and, if convertible,
the terms and  conditions  upon which  Preferred  Shares of that series shall be
convertible,   including,   without  limitation,  the  provision,  if  any,  for
adjustment  for the  conversion  rate and the payment of  additional  amounts by
holders of such shares upon the exercise of this privilege.

Irrespective of the limitations set forth in subsection (a) of this section, the
Board of  Directors  may,  at any time  after  the  number of  Preferred  Shares
authorized  under a series  has been  established,  authorize  the  issuance  of
additional Preferred Shares of the same series or reduce the number of Preferred
Shares authorized under such series.  All Preferred Shares shall be identical to
each other in all respects, except as to those relative rights, preferences, and
limitations  established by the Board of Directors  pursuant to its authority as
determined by reference to the Nevada  Corporation  Code and as  established  in
subsections (a) through (g),  inclusive,  of this section, as to which there may
be variations between series.

Section 4.3 Voting.  Each record holder of Common Shares (and to the extent,  if
any,  provided  by the laws of the State of Nevada or by the Board of  Directors
acting  pursuant to the authority set forth in Section  4.2(f).  of this article
each  record  holder of  Preferred  Shares)  shall have one vote on each  matter
submitted  to a vote for each  Share  standing  in his name on the  books of the


<PAGE>

Corporation.  Unless  otherwise  required under the laws of the State of Nevada,
these Articles of  Incorporation,  the Bylaws, or the resolution of the Board of
Directors  creating any series of  Preferred  Shares,  no matter  submitted to a
Shareholder  vote  shall  require  the  approval  of a class or series of Shares
voting separately.

Section 4.4 Quorum.  At all  meetings  of  Shareholders,  one third (1/3) of the
Shares  entitled to vote at such meeting,  whether  represented  in person or by
proxy, shall constitute a quorum and at any meeting at which a quorum is present
the affirmative vote of a majority of the Shares represented at such meeting and
entitled to vote on the subject matter shall be the act of the Shareholders.

ARTICLE V
(Rights of Shareholders)

Section 5.1.  Cumulative  Voting.  Shareholders  are not entitled to  cumulative
voting unless  expressly  provided to the contrary by resolution of the Board of
Directors in establishing a series within a class of Shares.

Section 5.2. Pre emptive Rights.  Shareholders  shall not be entitled to any pre
emptive or similar rights,  including,  without  limitation,  any pre emptive or
similar  right to  purchase,  subscribe  for, or otherwise  acquire  unissued or
treasury  Shares  of the  Corporation  that may be  issued  at any  time,  or to
purchase,  subscribe  for,  or  otherwise  acquire  any  options,  warrants,  or
privileges to purchase, subscribe for, or otherwise acquire any such unissued or
treasury  Shares,  or to purchase,  subscribe  for, or otherwise  acquire bonds,
notes,  debentures,  or other securities  convertible into or carrying  options,
warrants,  or privileges to purchase,  subscribe  for, or otherwise  acquire any
such unissued or treasury  Shares unless  expressly  provided to the contrary by
resolution of the Board of Directors in  establishing a series within a class of
Shares.

ARTICLE VI
(Registered Office and Registered Agent)

The  registered  office  of the  Corporation  is One East  First  Street,  Reno,
Colorado 89501,  and the name of the registered agent of the Corporation at this
address is The Corporation Trust Company of Colorado.

ARTICLE VII
(Board of Directors)

Section  7.1.  Exercise of  Corporate  Powers.  The  corporate  powers  shall be
exercised by the Board of Directors.  The number of directors shall be set under
the Bylaws or by  resolution  of the Board of  Directors,  either of which shall
meet the requirements set forth under the Nevada  Corporation Code.

Section 7.2.  Limitation of Liability.  To the fullest  extent  permitted by the
Nevada  Corporation  Code,  as the same exists or may  hereafter  be amended,  a
director of the  corporation  shall not be liable to the  Corporation  or to the
Shareholders for breach of fiduciary duty as a director.

Section  7.3.  Delegation  to  Bylaws.  All  other  provisions  relating  to the
governance  of the  Board of  Directors  shall be set  forth in the  Bylaws,  or
established  by  resolutions  of the  Board  of  Directors  in  accordance  with
authority granted thereby.

ARTICLE VIII
(Transactions with Certain Interested Parties)

Section 8.1.  Directors and Officers.  No contract or other transaction  between
the  Corporation  and one or more of its  directors  or  officers  or any  other
corporation,  firm, association, or entity in which one or more directors of the
Corporation  are directors or officers or are  financially  interested  shall be
either void or voidable  solely  because of such  relationship  or interest,  or
solely  because  such  directors  are  present  at the  meeting  of the Board of
Directors or a committee  thereof which authorized,  approved,  or ratified such
contract or  transaction,  or solely  because  their votes were counted for such
purpose if (a) the fact of such  relationship  or interest is disclosed or known
to the Board of Directors or committee which authorizes,  approves,  or ratifies
the  contract or  transaction  by a vote or consent  sufficient  for the purpose
without counting the votes or consents of such interested persons;  (b) the fact

<PAGE>


of such  relationship  or interest is disclosed to or known by the  Shareholders
entitled  to vote and they  authorize,  approve,  or  ratify  such  contract  or
transaction  by vote or written  consent;  or (c) the contract or transaction is
fair and reasonable to the  Corporation.  Common or interested  directors may be
counted in  determining  the  presence  of a quorum at a meeting of the Board of
Directors or a committee thereof,  which authorizes,  approves, or ratifies such
contract or  transaction.

Section 8.2. Certain Other Persons. No contract or other transaction between the
Corporation and one or more of its employees,  fiduciaries, or agents or between
the Corporation and any corporation,  firm, association,  or entity of which one
of the  employees,  fiduciaries,  or agents of the  Corporation  is a  director,
officer, member, employee, trustee or shareholder,  or otherwise has a direct or
indirect  financial  interest  is  void  or  voidable  solely  because  of  such
relationship  or interest or solely  because  such  persons  were present at the
meeting of the Board of  Directors  or a  committee  thereof  which  authorizes,
approves, or ratifies such contract or transaction or solely because their votes
are counted for such purpose if: (a) the fact of such  relationship  or interest
is  disclosed  to or  known  by  the  Board  of  Directors  or  committee  which
authorizes,  approves,  or ratifies  the  contract or  transaction  by a vote or
consent  sufficient  for the purpose  without  counting the votes or consents of
such  interested  persons;  or (b) the fact of such  relationship or interest is
disclosed to or known by the  Shareholders  entitled to vote and they authorize,
approve, or ratify such contract or transaction by vote or written consent.

ARTICLE IX
(Corporate Opportunity and Indemnification)

Section 9.1. Corporate Opportunity.  The officers,  directors, and other members
of management of the  Corporation  shall be subject to the doctrine of corporate
opportunities only insofar as this doctrine applies to business opportunities in
which the  Corporation has expressed an interest as determined from time to time
by the Board of Directors  through  resolutions  appearing in the minutes of the
Corporation.   Once  such  areas  of  interest  are  delineated,   all  business
opportunities  within such areas of interest  which come to the attention of the
officers, directors, and other members of management of the Corporation shall be
disclosed  promptly to the  Corporation  and made  available to it. The Board of
Directors  may  reject  any  business  opportunity.   Until  such  time  as  the
Corporation, through its Board of Directors, has designated an area of interest,
the officers,  directors,  and other  members of  management of the  Corporation
shall be free to engage in such areas of  interest on their own.  This  doctrine
shall  not  limit  the  right  of any  officer,  director,  or other  member  of
management of the Corporation to continue a business  existing prior to the time
that an area of interest is designated by the Corporation.  This provision shall
not be  construed  to release  any  employee of the  Corporation  (other than an
officer,  director,  or other member of management) from any duties which he may
have to the Corporation;  additionally, an agreement between the Corporation and
an officer,  director,  or other member of the management of the Corporation may
expressly  modify this  article to such extent as the Board of  Directors in its
sole discretion may determine.

Section 9.2.  Indemnification.  The Bylaws  shall set forth the  indemnification
rights available to officers, directors, employees and agents.

ARTICLE X
(Majority Vote)

When, with respect to any action to be taken by Shareholders of the Corporation,
the Nevada  Corporation  Code requires the vote or concurrence of the holders of
two thirds of the outstanding  Shares entitled to vote thereon,  or of any class
or series,  such action may be taken by the vote or concurrence of a majority of
such Shares or class or series thereof.

ARTICLE XI
(Transfer Restrictions on Shares)

The  Corporation has the right, by appropriate  action,  to impose  restrictions
upon the  transfer  of any of its Shares,  or any  interest  therein;  provided,
however, that such restrictions or the substance thereof shall be set forth upon
the face or back of the certificates representing such Shares.

<PAGE>


ARTICLE XII
(Amendments; Bylaws)

The Bylaws of the  Corporation  may contain any provision for the regulation and
management of the affairs of the Corporation not  inconsistent  with the laws of
the State of Nevada or these Articles of Incorporation.  The Board of Directors,
in addition to the Shareholders, shall have the power to alter, amend, or repeal
the Bylaws or to adopt new Bylaws.

IN WITNESS  WHEREOF,  the  undersigned  has signed  these  Amended and  Restated
Articles of Incorporation this 17th day of December, 1998.


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Barry J. Muncaster, President
9055 Huntcliff Trace
Atlanta
GA 30350