FILING FEE: $150.00
                                               BY: L.A. LAKERS & ASSOCIATE  INC.
                                                     806 BUCHANAN, SUITE 102
                                                   BOULDER CITY, NEVADA 89005



                           ARTICLES OF INCORPORATION
                           OF ROSS CUSTOM ELECTRONICS

          FILED
   IN THE OFFICE OF THE
SECRETARY OF STATE OF THE 
     STATE OF NEVADA
       [illegible]

THE UNDERSIGNED, acting as incorporators, do associate together to establish and
form a        pursuant to the laws of the State of Nevada and do certify as
follows:


                                   ARTICLE I

Name: No. 7177-84

The name of the corporation is: ROSS CUSTOM ELECTRONICS.


                                   ARTICLE II

Principal Office:

The principal office of this corporation in the county of Clark, State of
Nevada, shall be located at: 806 Buchanan Blvd. #102, Boulder City, Clark
County, Nevada, and that the resident agent in charge thereof is Lynn Lakers.
Corporate business of every kind and nature may be conducted and meetings of
directors and stockholders held outside the Sate of Nevada the same as in the
State of Nevada.


                                  ARTICLE III

Purpose:

The corporation may engage in any lawful activity.


                                   ARTICLE IV

Capital Stock:

The total authorized capital stock of the corporation shall consist of 200,000
shares of common stock with a par value of $1.00 each.


                                   ARTICLE V






Governing Body:

The members of the governing board of the corporation shall be styled Directors
and the number thereof shall not be less than three, except that in case where
all of the shares of the corporation are owned beneficially and of record by
either one or two stockholders, the number of directors may be less than three,
but not less than the number of stockholders. The number of directors may, from
time to time, be increased or decreased in such a manner as shall be provided by
the By-Laws of the corporation, but shall not be decreased to a number less than
the lower of (a) the number of stockholders; or (b), three. The names and post
office addresses of the first Board of Directors, which shall consist of three
persons, and who shall hold office until their successors are duly elected and
qualified, is as follows:


       Name                              Post Office Address

  J. D. ROSS                        1307 Darlene Way
                                    Boulder City, NV 89005

  LYNN A. LAKERS                    806 Buchanan Blvd. Suite 102
                                    Boulder City, NV 89005

  LAURA S. NELSON                   806 Buchanan Blvd. Suite 102
                                    Boulder City, NV 89005



                                   ARTICLE VI

Non-Assessable:

The capital stock of the corporation, after the amount of subscription price or
par value has been paid in, shall not be subject to assessment and not stock
issued as fully paid up shall ever be assessable, or assessed, and the Articles
of Incorporation shall not be amended in this particular.


                                  ARTICLE VII

Incorporators:

The name and post office address of each of the incorporators, being three in
number, signing the Article of Incorporation, is as follows:










       Name                              Post Office Address

  J. D. ROSS                        1307 Darlene Way
                                    Boulder City, NV 89005

  LYNN A. LAKERS                    806 Buchanan Blvd. Suite 102
                                    Boulder City, NV 89005

  LAURA S. NELSON                   806 Buchanan Blvd. Suite 102
                                    Boulder City, NV 89005



                                  ARTICLE VIII

Term:

        The corporation shall have perpetual existence.

        DATED this 23rd day of October, 1984.


                                       /s/ J. D. Ross
                                       -----------------------------------
                                       J. D. ROSS


                                       /s/ Lynn A. Lakers
                                       -----------------------------------
                                       LYNN A. LAKERS


                                       /s/ Laura S. Nelson
                                       -----------------------------------
                                       LAURA S. NELSON








STATE OF NEVADA  )
                 )ss:
COUNTY OF CLARK  )


        On this 23rd day of October, 1984, personally appeared before me, a
Notary Public in and for said County and State, J.D. ROSS, LYNN A. LAKERS, and
LAURA A. NELSON, known to me to be the persons described in and who executed the
foregoing instrument, and who severally acknowledged to me that they executed
the same freely and voluntarily and for the uses and purpose therein mentioned.

        WITNESS my hand and official seal the day and year above first written.


               MARY E. WITTI
         Notary Public State of Nevada            /s/ Mary E. Witti
[SEAL]          CLARK COUNTY                      --------------------------
        By Appointment Expires Mar. 2 1987        NOTARY PUBLIC
                                                  








                                                                         7177-84
                                                                          $15.00
                                      
                                    FILED
                                 JAN 03 1992
                              SECRETARY OF STATE

         CERTIFICATE OF RESOLUTION TO CHANGE THE RESIDENT AGENT AND/OR
                     CHANGE OF LOCATION OF PRINCIPAL OFFICE


                          Ross Custom Electronics, Inc.
             -----------------------------------------------------
                              NAME OF CORPORATION


RESOLVED, that the resident agent and location of principal office was:

     Resident Agent   L.A. Lakers & Associates
                    ------------------------------------------------------------

     Street No.    1557 Foothill Dr A102
                ----------------------------------------------------------------

     City or Town   Boulder City                              , Nevada  89005
                  -------------------------------------------          ---------
                                                                          Zip

THE ABOVE IS HEREBY CHANGED TO:

     Resident Agent   J.D. Ross                    38543
                    ------------------------------------------------------------

     Street No.    1309 Oak Tree Ln
                ----------------------------------------------------------------

     City or Town   Las Vegas                                 , Nevada  89108
                  -------------------------------------------          ---------
                                                                          Zip


     Resolved, That the President (or Vice-President) and Secretary (or
Assistant Secretary) of this corporation be, and they are hereby, instructed to
certify and file a copy of this resolution in the office of the Secretary of
State of Nevada.

     WE, the undersigned, President (or Vice-President) and Secretary (or
Assistant Secretary) of the above named corporation, hereby certify that the
above and foregoing resolutions and/or resolution were duly adopted by the Board
of Directors at a meeting held on the 24th day of December, 1991.


/s/ J. D. Ross                             /s/ [signature illegible]
- -------------------------------------    -------------------------------------
    President (or Vice-President)           Secretary (or Assistant Secretary)

                                                         [STAMP ILLEGIBLE]

CERTIFICATE OF ACCEPTANCE OF APPOINTMENT                FOR OFFICE USE ONLY
         BY RESIDENT AGENT
                                                 Filed (Date)__________________
I, /s/ J.D. Ross (J.D. Ross), hereby accept      ______________________________
the appointment as Resident Agent of the         ______________________________
above named corporation.                          _____________________________
                                                 _________________________(RA)
Date  12/24/91      /s/ J.D. Ross                    NOTE--Fee $15.00 for
     ----------    ---------------------------        filing resolution.
                   Signature of Resident Agent    (NRS 78.785(1) and 78.110)

File With Secretary of State
Capitol Complex, Carson City, NV 89710









                                                                         7177-84
                                                                                

         CERTIFICATE OF RESOLUTION TO CHANGE THE RESIDENT AGENT AND/OR
                     CHANGE OF LOCATION OF PRINCIPAL OFFICE


                            Ross Custom Electronics
             -----------------------------------------------------
                              NAME OF CORPORATION


RESOLVED, that the resident agent and location of principal office was:

     Resident Agent   James D. Ross  
                    ------------------------------------------------------------

     Street No.    1309 Oak Tree Lane
                ----------------------------------------------------------------

     City or Town   Las Vegas                                 , Nevada  89108
                  -------------------------------------------          ---------
                                                                          Zip

THE ABOVE IS HEREBY CHANGED TO:

     Resident Agent   Donald C. Bradley                    37569
                    ------------------------------------------------------------

     Street No.    7551 West Charleston #35
                ----------------------------------------------------------------

     City or Town   Las Vegas, NV                             , Nevada  89117
                  -------------------------------------------          ---------
                                                                          Zip


     Resolved, That the President (or Vice-President) and Secretary (or
Assistant Secretary) of this corporation be, and they are hereby, instructed to
certify and file a copy of this resolution in the office of the Secretary of
State of Nevada.

     WE, the undersigned, President (or Vice-President) and Secretary (or
Assistant Secretary) of the above named corporation, hereby certify that the
above and foregoing resolutions and/or resolution were duly adopted by the Board
of Directors at a meeting held on the 1st day of November, 1994.


/s/ Donald C. Bradley, President          /s/ Shaun Hadley
- -------------------------------------     --------------------------------------
    President (or Vice-President)           Secretary (or Assistant Secretary)


                                       RECEIVED
                                     MAR 22 1995
                                        FILED
                                 IN THE OFFICE OF THE
                       SECRETARY OF STATE OF THE STATE OF NEVADA

CERTIFICATE OF ACCEPTANCE OF APPOINTMENT                FOR OFFICE USE ONLY
         BY RESIDENT AGENT
                                                 Filed (Date)___________________
I, Donald C. Bradley, hereby accept              _______________________________
the appointment as Resident Agent of the         _______________________________
above named corporation                          _______________________________
                                                 _________________________(RA)
Date Nov 1st, 1995  /s/ Donald C. Bradley            NOTE--Fee $15.00 for
     ----------     ---------------------------        filing resolution.
                    Signature of Resident Agent    (NRS 78.785(1) and 78.110)

File With Secretary of State
Capitol Complex, Carson City, NV 89710









                                  FILED
                          IN THE OFFICE OF THE
                        SECRETARY OF STATE OF THE
                             STATE OF NEVADA
                               MAR 22 1995
                                 7177-84

             CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
                           (AFTER ISSUANCE OF STOCK)


                            ROSS CUSTOM ELECTRONICS
                 ----------------------------------------------
                              Name of Corporation


     We the undersigned           Donald C. Bradley President                and
                        ----------------------------------------------------
                                  President or Vice President

       Shaun Hadley Secretary         of         ROSS CUSTOM ELECTRONICS
- -------------------------------------    ---------------------------------------
  Secretary or Assistant Secretary                 Name of Corporation

do hereby certify:

     That the Board of Directors of said corporation at a meeting duly convened
     and held on the 1st day of November, 1994, adopted a resolution to amend
     the original articles as follows:

     Article IV is hereby amended to read as follows:

     The total Authorized Common shares shall be 50,000,000 Fifty Million, at a
     par of .001 per share, that the present 200,000 shares of issued and
     outstanding be forward split 10 for one, making a total of 2,000,000 Two
     Million shares issued and outstanding.

     The 2,000,000 shares issued and outstanding is encluded in the total of the
     50,000,000 authorized capital common shares, at a par of .001 per share.

The number of shares of the corporation outstanding and entitled to vote on an
amendment to the Articles of Incorporation are 200,000; that the said change(s)
and amendment has been consented to and approved by a majority vote of the
stockholders holding at least a majority of each class of stock outstanding and
entitled to vote thereon.

                                         /s/   Donald C. Bradley President
                                         ---------------------------------------
                                               President or Vice President


                                         /s/          Shaun Hadley
                                         ---------------------------------------
                                            Secretary or Assistant Secretary

State of     Nevada                   )
        ----------------------------- ) ss.
County of    Clark                    )
         ----------------------------


  On      March 21, 1995        , personally appeared before me, a Notary
Public,   ---------------------------

Donald C. Bradley and Shaun Hadley
- ------------------------------------------------------------------------------
               (Names of persons appearing and signing document.)

who acknowledged that they executed the above instrument.

                                         /s/         Amanda Bradley
                                         ---------------------------------------
                                                   Signature of Notary

                                NOTARY PUBLIC
                               STATE OF NEVADA
                               COUNTY OF CLARK
                               AMANDA BRADLEY
                      MY APPOINTMENT EXPIRES MAY 2, 1995





                                                                     C68726
                                                                     E78963

                                     FILED
                              IN THE OFFICE OF THE
                           SECRETARY OF STATE OF THE
                                STATE OF NEVADA
                                  MAY 24 1995
                                  NO. 7177-84



                             /s/  DEAN HELLER
                        -------------------------------
                        DEAN HELLER, SECRETARY OF STATE
 
                           ARTICLES & PLAN OF MERGER
                     GLOBUS FOOD SYSTEMS INTERNATIONAL CORP
                            (A DELAWARE CORPORATION)
                                      INTO
 
                  ROSS CUSTOM ELECTRONIC, A Nevada Corporation
              as the surviving corporation with the name change to
                     GLOBUS FOOD SYSTEMS INTERNATIONAL CORP
 
     CERTIFICATE OF MERGER, dated 16th day of May, 1995, between Globus Food
Systems International Corp, a Delaware Corporation, and all the Directors
thereof, and Ross Custom Electronics, a Nevada Corporation, and all of the
Directors thereof, the two corporations being hereinafter sometimes called the
'Constituent Corporations'.
 
     WHEREAS, The Board of Directors deems it advisable and generally to the
welfare of Globus Food Systems International Corp., a Delaware Corporation, that
the corporation merger to be effected pursuant to the statutes of the State of
Nevada and have been approved and authorized the form of certificate of merger.
 
     WHEREAS, Globus Food Systems International Corp., is a Corporation duly
organized under the laws of the State of Delaware, having been incorporated
January 5, 1995, having authorized capital of Fifty Million (50,000,000) shares
of common stock with a $.001 per value.
 
     WHEREAS, Ross Custom Electronics is a Corporation duly organized under the
laws of the State of Nevada, having been incorporated October 24, 1984, having
authorized capital of Fifty Million (50,000,000) shares of common stock with a
$.001 par value.
 
     WHEREAS, The laws of the State of Nevada permit such a merger, and The
Constituent Corporations desire to merge pursuant to the provisions of the laws
of their respective state;
 
     NOW THEREFORE, In consideration of the promises and of the mutual
agreements and covenants herein contained, it is certified that Globus Food
Systems International Corp, a Delaware corporation, is merged into Ross Custom
Electronics, a Nevada corporation, which shall be the Surviving Corporation, and
the terms and conditions of such merger and the mode of carrying it into effect
are and shall be as follows:
 
     1. NAME OF SURVIVING CORPORATION. The name of the Surviving Corporation,
which is sometimes hereinafter referred to as the Surviving Corporation, shall,
from and after the effective date of the merger, be Globus Food Systems
International Corp, a Nevada corporation. The separate existence of Globus Food
System International Corp, shall cease at the effective time of merger, except
insofar
 



                                                                        7177-84


as it may be continued by law. In order to carry out the purposes of this
Certificate of Merger and except as continued in the Surviving Corporation.
 
     2. ARTICLES OF INCORPORATION OF SURVIVING CORPORATION.
 
     Articles of Incorporation of the Surviving Corporation shall be the
Articles of Incorporation of Ross Custom Electronics, a Nevada corporation, as
filed.
 
     3. BYLAWS. The bylaws of Ross Custom Electronics, a Nevada corporation at
the effective time of the merger shall be the bylaws of the Surviving
Corporation until altered or replaced as provided therein.
 
     4. BOARD OF DIRECTORS AND OFFICERS. The members of the Board of Directors
and the Officers of the Surviving Corporation immediately after the effective
time of the merger shall be those persons who were the members of the Board of
Directors and the Officers, of Globus Food Systems International Corp, a
Delaware corporation, prior to the effective time of the merger, and such
persons shall serve in such offices, respectively, for the terms provided by law
in the bylaws, or until their respective successors are elected and qualified.
 
     5. AUTHORITY TO CONDUCT BUSINESS. Globus Food Systems International Corp, a
Delaware corporation represents that the corporation is in good standing and is
authorized to do business in Nevada.
 
     The Surviving Corporation, Ross Custom Electronics, a Nevada Corporation,
will conduct such business in Nevada as well as any other State or Country as
represented in the Articles and Bylaws of the Corporation, immediately upon
completion of the merger.
 
     6. CONVERSION OF SHARES. The manner of converting the shares of Globus Food
Systems International Corp, a Delaware corporation, into shares of Ross Custom
Electronics, a Nevada Corporation shall be set forth in this paragraph:
 
          (a) The Manner of converting the shares of Globus Food Systems
     International Corp into the shares of Ross Custom Electronics shall be as
     follows:
 
             Immediately upon the effective date of the merger each one share
        of stock of Globus Food Systems International Corp, outstanding in the
        hands of the principals (being all of the shares of Globus Food Systems
        International Corp, outstanding) without any action on the part of the
        holder thereof, shall automatically become and be converted into common
        Stock of Ross Custom Electronics on a share for share basis and each
        outstanding certificate representing shares of common stock Globus Food
        Systems International Corp, shall be deemed for all corporate purposes
        (other than the payment of dividends) to evidence the ownership of the
        number of fully paid, non-assessable shares of common stock of Globus
        Food Systems International Corp., into such shares of common stock of
        Ross Custom Electronics shall have been converted.
 



                                                                       7177-84


     7. RIGHTS OF SHAREHOLDERS. After the effective time of the merger, any
holder of a certificate or certificates which therefore represented shares of
Common Stock of Globus Food Systems International Corp., may but shall not be
required to surrender the same to the Holladay Stock Transfer, Inc., 4350 E.
Camelback Road Suite 100 F Phoenix, Arizona 85018, and shall thereupon be
entitled to receive in exchange therefore a certificate or certificates
representing the number of shares of Common Stock of Ross Custom Electronics
into which the shares of Common Globus Food Systems International Corp, therefor
represented by such certificate or certificates shall been converted.
 
     8. EFFECTIVE DATE OF MERGER. (A) For all purposes of the laws of Nevada,
the Certificate of Merger and the merger herein provided for shall become
effective and the separate existence of Globus Food Systems International Corp,
except insofar as it may be continued by statutes, shall cease as soon as this
Certificate of Merger shall have been adopted, approved, signed, acknowledged in
accordance with the laws of the State of Nevada and certificates of its adoption
and approval shall have been executed in accordance with such laws; and this
Certificate of Merger shall have been filed in the Office of the Department of
State of Nevada.
 
     (B) The Corporate identity, existence, purposes, powers, objects,
franchises, rights, and immunities of Ross Custom Electronics of Nevada shall
continue unaffected and unimpaired by the merger hereby provided for and
entities, identities, existences, purposes, powers, objects, franchises, rights,
and immunities of Globus Food Systems International Corp, a Delaware
corporation, shall be continued in and merged into Ross Custom Electronics
shall be fully vested therewith.
 
     9. AUTHORIZATION. The parties hereto acknowledge and respectively represent
that this Merger Certificate is authorized by the laws of the respective
jurisdictions of the Constituent Corporations and that the matter was approved
at a special shareholder meeting dated May 15th 1995 of the respective entities
at which the shareholders voted as follows:
 
     Corporation: GLOBUS FOOD SYSTEMS INTERNATIONAL CORP
                  (a Delaware Corporation)
     Shares Outstanding: 5,000,000
     Voted For:     100%
     Voted Against: 0
     Corporation: ROSS CUSTOM ELECTRONICS
                  (a Nevada Corporation)
     Shares Outstanding: 2,000,000
     Officers & Directors: 3
     Total Shareholders: 25
     Voted For:     100%
 
     There is one amendment to the Articles of Ross Custom Electronics, a Nevada
Corporation (Article I) the name of the corporation shall be changed to read
Globus Food Systems International Corp, which shall take effect at the time of
this merger. As approved in the minutes of the special meeting dated
 
                                    RECEIVED
                                  MAY 24 1995
                              [SECRETARY OF STATE]








                                                                        7177-84


_______, giving the Officer and Directors the power to do this merger and to
change the name if needed.

10. FURTHER ASSURANCES OF TITLE. As when requested by the Surviving Corporation
or by its successors or assigns, Globus Food Systems International Corp, will
execute and deliver or cause to be executed and deliver all such deeds and
instruments and will take or cause to be taken all such further action, as the
Surviving Corporation, Ross Custom Electronics may deem necessary or desirable
in order to vest in and confirm the Surviving Corporation title to and
possession of any property of Globus Food Systems International Corp, acquired
by Ross Custom Electronics of by reason or as a result of the merger herein
provided for and otherwise to carry out the intent and purposes hereof, and the
officers and directors of Globus Food Systems International Corp are fully
authorized in the name of Ross Custom Electronics, or otherwise to take any
and all such action.

11. SERVICE OF PROCESS ON SURVIVING CORPORATION.

     (A) Nevada: The Surviving Corporation agrees that it may be served with
process in the State of Nevada in any proceeding for enforcement of any
obligation of Ross Custom Electronics, Nevada, as for the enforcement of any
obligation of the Surviving Corporation arising from the merger, including any
suit or other proceedings to enforce the right of any shareholder as determined
in appraisal proceedings pursuant to the provisions of the General Law of Nevada
and hereby irrevocably appoints the Secretary of State of Nevada, as its agent
to accept service of process in any suit or other proceedings. Copies of such
process shall be mailed to Dean Haller Capital Complex, Carson City, Nevada
89710.

12. SHAREHOLDERS RIGHT TO PAYMENT. The Surviving Corporation agrees that subject
to the provisions of the General Business Corporation Law of the State of
Nevada, it will pay to the shareholders who may be entitled under the provisions
of the above statutes of the law of the State of Nevada as the case may be.

13. ABANDONMENT. This Certificate of Merger may be abandoned (a) by either
Constituent Corporation, acting by its Board of Directors, at anytime prior to
its adoptions by the shareholders of both of the Constituent Corporation as
provided by law, or (b) by the mutual consent of the Constituent Corporation
acting each by its Board of Directors, at any time after such adoption by its
Board of Directors, at any time after such adoption by such shareholders and
prior to the effective time of the merger. In the event of abandonment of the
Certificate of Merger pursuant to (a) above, notice the Constituent Corporation,
and thereupon, or abandonment pursuant to (b) above, this Certificate of Merger
shall become wholly void and of no effect and there shall be no further
liability or obligations hereunder on the part of either of the Constituent
Corporations of its Board of Directors or Shareholders.

     IN WITNESS WHEREOF, each of the Constituent Corporation pursuant to
authority duly granted by its Board of Directors, has caused this Certificate of
Merger to be executed by a majority





                                                                       7177-84


of its Directors and its President and Secretary.

The respective Directors and Officers of the Constituent Corporation do hereby
certify that the above Certificate of Merger was adopted by vote of the
Shareholders of the Constituent Corporation as set forth in the above
Certificate and that said resolution has not been revoked or amended.

GLOBUS FOOD SYSTEMS                          ROSS CUSTOM ELECTRONICS
INTERNATIONAL CORP.                          (a Nevada Corporation)
(a Delaware Corporation)

By: /s/ Serge Pisman                         By: /s/ Donald C. Bradley
   ------------------------                     ---------------------------
   President/Director                           President/Director

By: [signature illegible]                    By: /s/ Shaun Hadley
   ------------------------                     ---------------------------
   Secretary/Director                           Secretary/Director

By: /s/ Yury Greene                          By: /s/ ????? Bradley
   ------------------------                     ---------------------------
   Director                                     Director


     The above Directors represent a majority of the Board of Directors.

STATE OF NEVADA     )
                    ) ss
COUNTY OF CLARK     )

     All parties above personally appeared before me proven to me.     to be the
persons whose names are subscribed to the foregoing document, and being duly
sworn, declared the statements therein contained are true and correct. Given
under my hand seal of office this 15 day of May, 1995.


           NETTA GIRARD                               /s/ Netta Girard
[SEAL]    Notary Public                               ------------------------
         State of Nevada                              NOTARY PUBLIC
           Clark County

My Appointment Expires Nov. 5, 1997

RECEIVED
9:30
MAY 23 1995




                                                                       7177-84


                          CERTIFIED COPY OF RESOLUTION

                                       OF

                     GLOBUS FOOD SYSTEMS INTERNATIONAL CORP
                            (a Delaware Corporation)

     We, Serge Pisman, President, Herman Roth, Secretary and Yury Greene,
Treasurer, or (acting Secretary) respectively, of the above-named corporation,
hereby certifies that the following is a true and correct copy of the
resolutions duty adopted by the Board of Directors of said Corporation on the
15th day of May, 1995, whereby written consent of a majority of the Board was
given without the necessity of a meeting and that said resolutions has not been
modified or rescinded and is still in full force and effect:

          1. RESOLVED: Globus Food Systems International Corp., shall
          merge with Ross Custom Electronics, a Nevada corporation,
          forthwith.

          2. RESOLVED: The corporation name will be changed from Ross
          Custom Electronics to Globus Food Systems International
          Corp.

                                          GLOBUS FOOD SYSTEMS INTERNATIONAL CORP
                                                 (a Delaware Corporation)

                                          /s/ Serge Pisman
                                          --------------------------------------
                                          President/Director

ATTEST:
[signature illegible]
- ----------------------------
Secretary/Director

RECEIVED
9:30
MAY 23 1995






FILED IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
    STATE OF NEVADA
     OCT 08 1996

                               Certificate of Amendment of
                               Certificate of Incorporation
No. C 7177-84
 /s/ DEAN HELLER                            of
- -----------------
   Dean Heller
Secretary of State          Globus Food Systems International Corp.


Pursuant to the provisions of Nevada Revised Statutes, Title 7, Chapter 78,
the undersigned officers do hereby certify:

FIRST:  The name of the Corporation is Globus Food Systems International Corp.

SECOND: The Board of Directors of the Corporation at a meeting duly convened
on September 30, 1996 adopted resolutions to amend the Certificate of
Incorporations as follows:

    ARTICLE I is hereby amend to read as follows:

    "The name of this Corporation is: Globus International Resources Corp."

    The Certificate of Incorporation is hereby further amended to add
    Article IX as follows:

    "ARTICLE IX: There shall be no preemptive rights to acquire any unissued
    shares of any class, or any additional shares of any class, to be issued
    by reason of any increase of the authorized capital stock of the
    Corporation of any class, or bonds, certificates of indebtedness,
    debentures, or other securities convertible into such shares."

The number of shares of the Corporation outstanding and entitled to vote on an
amendment to the Certificate of Incorporation are 17,693; the foregoing
amendments have been consented to and approved in writing by shareholders
holding the majority of the voting power.








Signed on October 4, 1996

                                          /s/ Serge Pisman
                                          ---------------------------------
                                          President

                                          /s/ Herman Roth
                                          ---------------------------------
                                          Secretary

STATE OF NEW YORK )
                  ) ss.
COUNTY OF NEW YORK)

On October 4, 1996, personally appeared before me, a Notary Public, for the
State and County aforesaid, Serge Pisman, as President of Globus Food
Systems International Corp., and Herman Roth, Secretary of Globus Food
Systems International Corp, who acknowledged that they executed the above
instrument.

                                        /s/ MARY GRACE SILEO
                                        -----------------------------
                                              Notary Public

                                            MARY GRACE SILEO
                                    Notary Public, State of New York
                                            No. 24-4890251
                                       Qualified in Kings County
                                     Commission Expire May 31, 1997.

[NOTARIAL SEAL]







ANNUAL LIST OF OFFICERS, DIRECTORS AND AGENTS OF ???????????????
                                                                 FILE NUMBER

             GLOBUS FOOD SYSTEMS INTERNATIONAL CORP
                                                                  7177-1984
FOR THE PERIOD OCT 1996 TO 1997. DUE BY OCT 31, 1996.
The Corporation's duly appointed resident agent in
State of Nevada upon whom process can be served is:           RA#  37569
- ---------------------------------------------------      ---------------------
  DONALD C. BRADLEY                                         FOR OFFICE ONLY
  7551 W CHARLESTON BLVD STE 35                           FILED (DATE)
  LAS VEGAS NV 89117
                                                          FILED 
                                                                
                                                          DEC 02 1996
                                                          SECRETARY OF STATE
[ ] IF THE ABOVE INFORMATION IS INCORRECT PLEASE
CHECK THIS BOX AND A CHANGE OF RESIDENT AGENT ADDRESS
FORM WILL BE SENT.
- ----------------------------------------------------     ---------------------
PLEASE READ INSTRUCTIONS BEFORE COMPLETING AND
RETURNING THIS FORM.

1. Include the names and addresses either residence or business for all officers
   and directors. A President, Secretary, Treasurer and all Directors must be
   named. There must be at least one director. Last year's information has been
   reported. If you need to make changes, cross out the incorrect information
   and insert the new information above it. An officer must sign the form.
   FORMS WILL BE RETURNED IF UNSIGNED.

2. If there are additional directors, add a list of them to this form.

3. Return the completed form with the $85.00 filing fee. A $15.00 penalty
   must be added for failure to file this form by the deadline indicated
   at the top of this form. An annual list received more than 60 days
   before its due date shall be deemed an amended list by the previous year.

4. Please make check payable to the Secretary of State. If you need a receipt,
   enclosed a self-addressed stamped envelope. To receive a certified copy,
   enclose a copy of this completed form, an additional $10.00 and
   appropriate instructions.

5. Return the completed form to Secretary of State, Capitol Complex,
   Carson City, NV 89710. (702) 687-5105.

                   FILING FEE: $85.00      PENALITY: $15.00
Name                                       Title(s)
SERGE PISMAN                               President
PO BOX #35                                 #2400
2 World Trade Center
New York, NY 10048

Name                                       Title(s)
HERMAN ROTH                                Secretary
PO BOX #35                                 #2400
2 World Trade Center
New York, NY 10048

Name                                       Title(s)
YURY GREENE                                Treasurer
PO BOX #35
2 World Trade Center
New York, NY 10048

Name                                       Title(s)
                                           Director
PO BOX                STREET ADDRESS           CITY       ST     ZIP

Name                                       Title(s)
                                           Director
PO BOX                STREET ADDRESS           CITY       ST     ZIP

I hereby certify this annual list.

/s/ YURY GREENE
- ------------------------                                    Date 11/18/96
X Signature of Officer