AMENDMENT TO ARTICLES FOUR AND TEN

                 OF THE CORPORATION'S ARTICLES OF INCORPORATION

                             EFFECTIVE JULY 20, 2000

                                  ARTICLE FOUR

                                  CAPITAL STOCK

         Section 1.  Authorized  Shares.  The total  number of shares of capital
stock that the  Corporation  has authority to issue shall be 100,000,000  shares
consisting of  85,000,000  common  shares (the "Common  Shares") and  15,000,000
preferred shares (the "Preferred Shares"). The Corporation's shares shall have a
par value of $0.001 per share and are nonassessable.

         Section 2.  Terms of Preferred Shares.
         ---------   -------------------------

         (a)  Preferred  Shares  may be issued  from time to time in one or more
series,  each  such  series  to  have  such  distinctive  designation  and  such
preferences,  limitations,  and relative voting and other rights as shall be set
forth in these Articles of  Incorporation.  Subject to the  requirements  of the
Corporation  Law and  subject  to all  other  provisions  of these  Articles  of
Incorporation,  the Board of Directors of the Corporation may create one or more
series of Preferred Shares and may determine the preferences,  limitations,  and
relative  voting  and other  rights of one or more  series of  Preferred  Shares
before the issuance of any shares of that series by the adoption of a resolution
that  specifies  the terms of that series of Preferred  Shares.  All shares of a
series of  Preferred  Shares must have  preferences,  limitations,  and relative
voting and other  rights  identical to those of other shares of the same series.
No series of Preferred Shares need have  preferences,  limitations,  or relative
voting or other  rights  identical  with those of any other  series of Preferred
Shares.  Before issuing any shares of a series of Preferred Shares, the Board of
Directors shall (i) adopt a resolution that fixes and sets forth the distinctive
designation  of such  series;  the number of shares that shall  constitute  such
series,  which number may be increased or decreased (but not below the number of
shares  thereof  then  outstanding)  from time to time by action of the Board of
Directors;  and the  preferences,  limitations,  and  relative  voting and other
rights of the series; and (ii) file a certificate of designation with the Nevada
Secretary  of  State.  Authority  is  hereby  expressly  vested  in the Board of
Directors  to fix all of the  preferences  or  rights,  and any  qualifications,
limitations,  or restrictions of such  preferences or rights,  of such series to
the full extent permitted by the Corporation  Law;  provided,  however,  that no
such preferences, rights, qualifications,  limitations, or restrictions shall be
in conflict with these Articles of Incorporation or any amendment hereof.

         (b)  Preferred  Shares of any series that have been  redeemed  (whether
through the  operation  of a sinking  fund or  otherwise)  or  purchased  by the
Corporation,  or that, if  convertible,  have been  converted into shares of the
Corporation  of any other  class or series,  may be  reissued  as a part of such
series or of any other series of Preferred  Shares,  subject to such limitations
(if any) as may be fixed by the Board of  Directors  with respect to such series
of Preferred Shares in accordance with Section 2(a) of this Article Four.


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                                   ARTICLE TEN

                                VOTING OF SHARES

         Section  1.  Common  Shares.   Except  as  otherwise  provided  by  the
Corporation Law or by the provisions  adopted by the Board of Directors pursuant
to Section  2(a) of Article Four hereof  describing  the  Preferred  Shares or a
series thereof,  the Common Shares shall have unlimited voting rights.  At every
meeting of the  shareholders  of the  Corporation  every holder of Common Shares
shall be  entitled  to one vote in  person  or by proxy  for each  Common  Share
standing in such holder's name on the share transfer records of the Corporation.

         Section 2. Preferred Shares.  Except as required by the Corporation Law
or by the provisions of these Articles of Incorporation  adopted by the Board of
Directors  pursuant to Section 2(a) of Article Four hereof  describing the terms
of Preferred  Shares or a series thereof,  the holders of Preferred Shares shall
have no voting rights or powers.  Preferred Shares shall, when validly issued by
the Corporation,  entitle the record holder thereof to vote on such matters, but
only on such  matters,  as the holders  thereof  are  entitled to vote under the
Corporation  Law or pursuant to Section 2(a) of Article  Four hereof  describing
the terms of Preferred Shares or a series thereof (which  provisions may provide
for  special,  conditional,  limited,  or  unlimited  voting  rights,  including
multiple or fractional  votes per share, or for no right to vote,  except to the
extent required by the Corporation Law).