CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

Candice Maerz and Terrie L. Bates certify that:


         1. They constitute at least two-thirds of the original incorporators of
the directors of TAX ENCOUNTERS, INC., a Nevada corporation.

         2. The original  Articles  were filed in the Office of the Secretary of
State on September 12, 1996.

         3. As of the date of this certificate,  no stock of the corporation has
been issued.

         4. They  hereby  adopt the  following  amendments  to the  articles  of
incorporation of this corporation: Article 1 is amended to read as follows:

         NAME OF CORPORATION:  UPLAND PROPERTIES, INC.



                                                  /s/ Candice Maerz
                                                  -------------------
                                                  Signature

                                                  /s/ Terrie L. Bates
                                                  -------------------
                                                  Signature

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