EXHIBIT 3.1

                            ARTICLES OF AMENDMENT TO
                        AMENDED ARTICLES OF INCORPORATION
                                       OF
                                    RTW, INC.

         The undersigned, an officer of RTW, Inc., a Minnesota corporation (the
"corporation"), hereby certifies that:

         1.       The name of the corporation is RTW, Inc.; and

         2.       Pursuant to and in accordance with the provisions of Minnesota
                  Statutes Sections 302A.131 and 302A.402, Subd. 3, the Board of
                  Directors of the corporation duly authorized and approved the
                  following amendment to the corporation's Articles of
                  Incorporation on November 7, 2002:

         RESOLVED, that Article III of the corporation's Amended Articles of
Incorporation shall be amended to state, in its entirety, as follows:

                              ARTICLE III - CAPITAL

         The aggregate number of shares that the corporation has authority to
issue shall be 17,500,000 shares, which shall have a par value of $.01 per share
solely for the purpose of any statute or regulation imposing a tax or fee based
upon the capitalization of the corporation, and which shall consist of
12,500,000 common shares and 5,000,000 undesignated shares. The Board of
Directors of the corporation is authorized to establish from the undesignated
shares, by resolution adopted and filed in the manner provided by law, one or
more classes or series of shares, to designate each class or series (which may
include but is not limited to designation as additional common shares), and to
fix the relative powers, qualifications, restrictions, rights and preferences of
each such class or series, including, without limitation, the right to create
voting, dividend and liquidation rights and preferences greater than those of
common stock.

         Except as expressly amended by the provisions hereof, the terms and
provisions contained in the Articles of Incorporation and any previous
amendments thereto shall continue in full force and effect.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th
day of November, 2002.

                                         RTW, Inc.

                                         By /s/ J. Alexander Fjelstad
                                            -----------------------------
                                            Its      CEO
                                            -----------------------------