EXHIBIT 3.1
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                                  AMENDMENT TO

                       RESTATED ARTICLES OF INCORPORATION

                                       OF

                                DIGITAL DJ, INC.


                                         Tsutomu Takahisa certifies that:

         1.       I am the  President  and  Secretary  of DIGITAL  DJ,  INC.,  a
California corporation.

         2.       Article VI of the Restated  Articles of  Incorporation  of the
corporation is hereby amended to add the following provision:

"8.  Conversion of Preferred Stock by Majority Vote. Each  outstanding  share of
Preferred Stock shall  automatically be converted into one share of Common Stock
upon the  approval  of the  holders  of at least a majority  of the  outstanding
shares of Preferred Stock, voting together."

         3.       The foregoing  Amendment to Restated Articles of Incorporation
has been duly approved by the Board of Directors of the corporation.

         4.       The foregoing  Amendment to Restated Articles of Incorporation
has been duly approved by the required vote of shareholders  required in Section
902 of the  California  Corporations  Code. The  corporation  has two classes of
stock and the number of outstanding  shares is 6,830,700  shares of Common Stock
and  3,569,506 of Preferred  Stock  consisting  of:  482,098  shares of Series A
Preferred Stock; 868,011 shares of Series B Preferred Stock; 1,000,000 shares of
Series C Preferred  Stock; and 1,219,397 shares of Series D Preferred Stock. The
number of shares  voting  in favor of the  Amendment  to  Restated  Articles  of
Incorporation  set forth  herein  equaled or  exceeded  the vote  required.  The
percentage vote required was more than 50% of the  outstanding  shares of Common
Stock and more than 50% of the  shares of  Series A  Preferred  Stock,  Series B
Preferred Stock Series C Preferred Stock and Series D Preferred Stock.

         The undersigned declares under penalty of perjury under the laws of the
State of California that the matters set forth in this  certificate are true and
correct of my knowledge.

Dated: November 12, 1999             /s/Tsutomu Takahisa
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                                     Tsutomu Takahisa, President and Secretary



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