EXHIBIT 3.1


           CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

                                      OF

                         IMTEK OFFICE SOLUTIONS, INC.


It is hereby certified that:

          1. The name of the corporation (hereinafter called the "corporation")
is:

                              IMTEK OFFICE SOLUTIONS, INC.

          2. Article III of the certificate of incorporation of the corporation
is hereby amended to read as follows:


Article III.  The total number of shares of stock which the Corporation shall
have the authority to issue shall be 250,000,000 shares of Common Stock of the
par value of $.000001 per share and 5,000,000 shares of Preferred Stock of the
par value of $.01 per share.

The Preferred Stock may be issued from time to time in series.  All Preferred
Stock shall be of equal rank and identical, except in respect to the particulars
that may be fixed by the board of directors.  The board of directors is
authorized to fix, in the manner and to the full extent provided and permitted
by law, all provisions of the shares of each series of Preferred Stock set forth
below:

1.        The distinctive designation of all series and the number of shares
          that shall constitute those series;

2.        The annual rate of dividends payable on the shares of all series and
          the time, conditions and manner of payment;

3.        The redemption price or prices, if any, for the shares of each, any
          and all series.

4.        The amount payable upon shares of each series in the event of
          voluntary or involuntary liquidation and the relative priority of each
          series in the event of liquidation.

5.        The rights, if any, of the holders of shares of each series to convert
          those shares into Common Stock and the terms and conditions of that
          conversion.

 
6.  The voting rights, if any, of the holders of shares of each series.

 
          3. The amendment of the certificate of incorporation herein certified
has  been duly adopted and written consent has been given in accordance with the
provisions of Sections 228 and 242 of the General Corporation law of the State
of Delaware.



Signed on January       , 1998
                                               ---------------------------------
                                                  Edwin C. Hirsch, President