Ex. 3.1
                          PROVINCE OF BRITISH COLUMBIA
                                   COMPANY ACT
                                   -----------

                               ALTERED MEMORANDUM
           (as altered by Directors' Resolution passed June 11, 1997)
                                       OF
                            ANTIGUA ENTERPRISES INC.

1.       The name of the Company is "ANTIGUA ENTERPRISES INC.".

2.       The  authorized  capital of the Company  consists of Three  Hundred and
         Thirty Million (330,000,000) shares divided into:

         (a)      Three Hundred Million  (300,000,000) Common shares without par
                  value; and

         (b)      Thirty  Million  (30,000,000)  Preferred  shares  without  par
                  value,   having  attached   thereto  the  Special  Rights  and
                  Restrictions  set  forth  in  Part 26 of the  Articles  of the
                  Company, of which:

                  (i)      Ten Million  (10,000,000)  shares are  designated  as
                           Convertible Preferred Shares Series A having attached
                           thereto the Special Rights and Restrictions set forth
                           in  Part  26.3  of the  Articles  of the  Company  as
                           adopted by the  resolutions  of the  Directors of the
                           Company of today's date.