ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                       COMMERCIAL ACQUISITIONS CORPORATION


     Pursuant to the provisions of the Colorado  Business  Corporation  Act, the
undersigned  corporation  adopts the  following  Articles  of  Amendment  to its
Articles of Incorporation:

     FIRST: The name of the corporation is Commercial Acquisitions Corporation.

     SECOND:  The following  amendment to the Articles of Incorporation was duly
adopted by the directors on June 6, 1997, in accordance  with Section  7-106-102
of the Colorado Business Corporation Act.

          The  second   paragraph   of  Article   Second  of  the   Articles  of
     Incorporation  which begins by stating "137,500 shares of the corporation's
     preferred   stock  shall  consist  of  Series  1325  East  16th  Avenue  9%
     Convertible  Cumulative  Preferred Stock . . . " is amended by deleting the
     figure 137,500 from the beginning of the sentence  thereof and substituting
     the figure 144,650 therefor.

Dated:   June 6, 1997.
                                    COMMERCIAL ACQUISITIONS CORPORATION,
                                    a Colorado corporation



                                    By: /s/ David J. Clamage
                                        ----------------------------------------
                                        David J. Clamage, Chairman of the Board