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                            CERTIFICATE OF AMENDMENT

                                       OF

                            ARTICLES OF INCORPORATION

                                       OF

                          QUALITY CARE SOLUTIONS, INC.

                 (Pursuant to Section 78.385 and Section 78.390
                      of the Nevada Revised Statutes, 1957)


         QUALITY CARE SOLUTIONS, INC., a corporation organized and existing
under and by virtue of Title 7, Chapter 78 of the Nevada Revised Statutes, 1957,
does hereby certify as follows:

         FIRST: The Articles of Incorporation of the Corporation are hereby
amended by deleting Article Fourth in its entirety and by substituting in lieu
thereof the following new Article Fourth:

         "FOURTH: The total number of shares of capital stock which the
         Corporation shall have authority to issue is one hundred million
         (100,000,000) shares of common stock with a par value of one-tenth of
         one cent ($.001) per share and ten million (10,000,000) shares of
         preferred stock with a par value of one cent ($.01) per share
         undesignated as to class, powers, designations, preferences,
         limitations, restrictions or relative rights. The Board of Directors of
         the Corporation is authorized to fix and determine any class or series
         of preferred stock and the number of shares of each class or series and
         to prescribe the powers, designations, references, limitations,
         restrictions and relative rights of any class or series all as
         established by resolution of the Board of Directors and in accordance
         with Section 78.1955 of the Nevada Revised Statutes, as the same may be
         amended and supplemented.

                  Upon the effectiveness of this amendment, each four (4)
         outstanding shares of common stock, par value $.001 per share, of the
         Corporation shall be reduced and converted into three (3) shares of
         common stock, par value $.001 per share, of the Corporation. No
         fractional shares of common stock or scrip certificates therefor shall
         be issued to the holders of the presently outstanding common stock of
         the Corporation. In lieu of any fractional shares to which a holder of
         common stock would otherwise be entitled, the Corporation shall pay to
         such holder cash in an amount equal to such fraction multiplied by the
         then current fair market value of a share of common stock, as
         determined in good faith by the Board of Directors of the Corporation."

         SECOND: Upon the effectiveness of the foregoing amendment, the
aggregate amount of capital represented by all issued shares immediately after
the amendment will not be less than the aggregate amount of capital represented
by all issued shares immediately before the amendment
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and, therefore, the capital of the Corporation will not be reduced under or by
reason of such amendment.

         THIRD: The foregoing amendment of the Articles of Incorporation of the
Corporation has been duly approved by the written consent of the holders of a
majority of the outstanding shares of capital stock entitled to vote thereon in
accordance with Section 78.390 of the General Corporation Law of the State of
Nevada.

         FOURTH: The amendment to the Articles of Incorporation provided for
herein shall become effective at the close of business on the date this
Certificate is filed with the Secretary of State of Nevada in accordance with
the General Corporation Law of the State of Nevada.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed by its President and its Secretary as of the _____ day
of March, 2000.


                            QUALITY CARE SOLUTIONS, INC.


                            By:
                            Name: Gregory S. Anderson
                            Title:    President


                            By:
                            Name:   Sherwood Chapman
                            Title: Secretary

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                                 ACKNOWLEDGMENT

STATE OF ARIZONA       )
                       )ss.
County of Maricopa     )

         On this ______ day of March, 2000, before me the undersigned Notary
Public personally appeared Gregory S. Anderson, known personally to me to be the
President of Quality Care Solutions, Inc., and acknowledged to me the foregoing
instrument was executed for the purposes therein contained, on behalf of the
Corporation.

         IN WITNESS WHEREOF, I have hereunto set my hand and official seal.


                                             -----------------------------------
                                                       Notary Public

My commission expires:

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                                 ACKNOWLEDGMENT

STATE OF ARIZONA       )
                       )ss.
County of Maricopa     )

         On this ______ day of March, 2000, before me the undersigned Notary
Public personally appeared Sherwood Chapman, known personally to me to be the
Secretary of Quality Care Solutions, Inc., and acknowledged to me the foregoing
instrument was executed for the purposes therein contained, on behalf of the
Corporation.

         IN WITNESS WHEREOF, I have hereunto set my hand and official seal.


                                             -----------------------------------
                                                       Notary Public

My commission expires:

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