ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                          MOUNTAIN STATES CAPITAL, INC.

     Pursuant  to the  provisions  of  Section  10-1006 of the  Arizona  Revised
Statutes,  the  undersigned  Corporation  adopts the following  amendment to its
Articles of Incorporation:

FIRST:    The name of the Corporation is Mountain States Capital, Inc.

SECOND:   The following sets forth the amendment to the following articles:

               4.1 AUTHORIZED CAPITAL.  The Corporation shall have the authority
          to issue  25,000,000  shares of common  stock,  no par value per share
          (the "Common Stock"),  and 1,000,000 shares of preferred stock, no par
          value per share (the "Preferred Stock").

               4.2 PREFERRED STOCK.

                    A. SERIES. The board of directors is authorized,  subject to
          limitations prescribed by law and these Articles of Incorporation,  to
          provide for the issuance of the shares of  preferred  stock in series,
          and by filing a  certificate  pursuant  to the  applicable  law of the
          State of Arizona,  to establish from time to time the number of shares
          to be  included  in each  such  series,  and to fix  the  designation,
          powers,  preferences  and rights of the shares of each such series and
          the qualifications, limitations or restrictions thereof.

                    B. RIGHTS AND  LIMITATIONS.  The  authority  of the board of
          directors  with  respect  to each  series  of  preferred  stock  shall
          include, without limitation, determination of the following:

                              (1) The number of shares  constituting that series
               and the distinctive designation of that series;

                              (2)  The  dividend  rate  on the  shares  of  that
               series,  whether dividends shall be cumulative,  and, if so, from
               which date or dates, and the relative rights of priority, if any,
               of payment of dividends on shares of that series;

                              (3) Whether that series shall have voting  rights,
               in addition to the voting rights  provided by law, and if so, the
               terms of such voting rights;

                              (4)  Whether  that  series  shall have  conversion
               privileges,   and  if  so,  the  terms  and  conditions  of  such
               conversion, including provisions for adjustment of the conversion
               rate in such events as the board of directors shall determine;

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                              (5) Whether or not the shares of that series shall
               be  redeemable,  and if so,  the  terms  and  conditions  of such
               redemption,  including the date or dates upon or after which they
               shall be redeemable,  and the amount per share payable in case of
               redemption,  which amount may vary under different conditions and
               at different redemption dates;

                              (6) Whether  that series shall have a sinking fund
               for the  redemption or purchase of shares of that series,  and if
               so, the terms and amount of such sinking fund;

                              (7) The rights of the shares of that series in the
               event of voluntary or  involuntary  liquidation,  dissolution  or
               winding  up of  the  Corporation,  and  the  relative  rights  of
               priority, if any, of payment of shares of that series; and

                              (8) Any other  relative  rights,  preferences  and
               limitations of that series.

THIRD:    The amendment was adopted and approved by the shareholders on December
          28, 1999.

FOURTH:   The number of shares  outstanding  and entitled to vote at the time of
          such adoption was 1,000,000  shares of Common Stock.  The total number
          of undisputed  votes cast for the amendment was 1,000,000.  The number
          of votes cast for the amendment was sufficient for approval.

FIFTH:    These Articles of Amendment are to be effective on December 31, 1999.

DATED: December 28, 1999.
                                        MOUNTAIN STATES CAPITAL, INC.



                                        By: /s/ Chad Collins
                                            ------------------------------------
                                            Chad Collins, President

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