CERTIFICATE OF RESTATED AND AMENDED

                          ARTICLES OF INCORPORATION OF


                         CYBER MERCHANTS EXCHANGE, INC.


Frank Yuan and Alan Chang certify that:

1.       They are the President and Secretary,  respectively, of Cyber Merchants
         Exchange Net, Inc., a California corporation.

2.       The  articles  of  incorporation  of the  corporation  are  amended and
         restated to read in their entirety as follows:

I.       NAME.


         The name of the corporation is Cyber Merchants Exchange, Inc.


II.      PURPOSE.

         The  purpose  of this  corporation  is to engage in any  lawful  act or
activity for which a corporation may be organized under the General  Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession  permitted to be  incorporation  by the  California
Corporations Code.

III.     AUTHORIZED SHARES.

         (a) This  corporation  is  authorized  to issue two  classes  of shares
designated respectively as "common shares" and "preferred shares". The number of
authorized  common shares is forty million  shares  (40,000,000);  the number of
authorized  preferred  shares is ten million  (10,000,000).  On the amendment of
this Article III to read as set forth above,  each  outstanding  common share is
reclassified and converted to one-half of one common share.

         (b) The  preferred  shares may be divided into such number of series as
the Board of Directors  may  determine.  The Board of Directors is authorized to
determine  and alter  the  rights,  preferences,  privileges,  and  restrictions
granted to or imposed upon any wholly unissued series of preferred  shares,  and
to fix the  number of shares  and the  designation  of any  series of  preferred
shares.  The Board of  Directors  may  increase or  decrease  (but not below the
number of shares of such  series then  outstanding)  the number of shares of any
wholly unissued series subsequent to the issue of those shares.

         (c) The total number of  outstanding  common  shares just prior to this
amendment is  11,500,000.  On the  amendment of this Article,  each  outstanding
common share is combined and changed to one-half of one common share for a total
number of outstanding common shares of 5,750,000.






IV.      INDEMNIFICATION.

         (a) Directors.  The liability of the directors of this  corporation for
monetary  damages shall be eliminated to the fullest  extent  permissible  under
California law.

         (b) Directors and Officers.  The corporation is authorized to indemnify
the directors and officers of the corporation to the fullest extent  permissible
under California law.

3.       This Certificate, restating and amending the articles of incorporation,
has been approved by the Board of Directors.

4.       The amendment was approved by the required vote of the  shareholders in
accordance  with  Corporations  Code  Sections  902 and 903. The total number of
outstanding  shares  entitled  to vote on this  amendment  was  11,500,000.  The
favorable  vote of 66.66%  of the  outstanding  shares  (7,665,900  shares)  was
required to approve this amendment.  The number of shares voting in favor of the
amendment equaled or exceeded the required vote.

         We declare  under penalty of perjury that the  statements  set forth in
this  certificate  are true and  correct  of our own  knowledge,  and that  this
declaration was executed on March 24, 1998 at Alhambra, California.


                                               /s/ Frank S. Yuan
                                               -----------------
                                               Frank S. Yuan
                                               President


                                               /s/ Alan Chang
                                               -----------------
                                               Alan Chang
                                               Secretary