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.


                                                          Candice Maerz
                                                          ----------------------
                                                          Signature


                                                          Terrie L. Bates
                                                          ----------------------
                                                          Signature