AMENDED AND RESTATED ARTICLES OF INCORPORATION Wayne D. Diaz and M'Liss Jones Kane hereby certify that: 1. They are the President and Secretary, respectively, of ATC Holdings, Inc., a California corporation (the "Corporation"). 2. The Articles of Incorporation of this Corporation are amended and restated in full to read as follows: I. The name of this corporation is "AMERICAN NATIONAL FINANCIAL, INC." II. The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business or the practice of a profession permitted to be incorporated by the California Corporations Code. III. A. CLASSES OF STOCK. This Corporation is authorized to issue two classes of stock to be designated, respectively, as "Common Stock" and "Preferred Stock." The total number of shares which the Corporation is authorized to issue is fifty-five million (55,000,000) shares. Fifty million (50,000,000) shares shall be Common Stock and five million (5,000,000) shares shall be Preferred Stock. B. RIGHTS, PREFERENCES AND RESTRICTIONS OF PREFERRED STOCK. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to fix or alter the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and the liquidation preferences of any wholly unissued series of Preferred Stock, and the number of shares constituting any such series and the designation thereof, or any of them; and to increase or decrease the number of shares of any series subsequent to the issuance of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status they had prior to the adoption of the resolution originally fixing the number of shares of such series. C. STOCK SPLIT. Upon the amendment of this Article III to read as hereinabove set forth, each outstanding share of Common Stock is divided into six point zero five two eight (6.0528) shares of Common Stock. IV. The liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. V. The Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through bylaw provisions, agreements with agents, approval of shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to the applicable limits set forth in Section 204 of the California Corporations Code with respect to actions for breach of duty to the Corporation and its shareholders. Any repeal or modification of this Article shall be prospective and shall not affect the rights under this Article in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification. 3. The foregoing amendment and restatement of Articles of Incorporation has been duly approved by the Board of Directors. 4. The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of the shareholders of the Corporation in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the Corporation is 465,421 shares of common stock. The number of shares voting in favor of the amendment and restatement equaled or exceed the vote required. The percentage vote required was more that 50%. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. DATED: August 19, 1998 /s/ Wayne D. Diaz ------------------------------- Wayne D. Diaz, President /s/ M'Liss Jones Kane ------------------------------- M'Liss Jones Kane, Secretary