AMENDED AND RESTATED ARTICLES OF INCORPORATION
                               OF
                 AVIATION INDUSTRIES CORPORATION
          (FORMERLY NEVADA COMMERCIAL MANAGEMENT INC.)

KNOW ALL MEN BY THESE PRESENTS:

That  I,  the  undersigned,  for the purpose  of  association  to
establish a corporation for the transaction of business  and  the
promotion  and  conduct of the objects and  purposes  hereinafter
stated,  under the provisions of and subject to the  requirements
of  the  laws  of the State of Nevada, do make, record  and  file
these  Articles  of  Incorporation in writing  and  I  do  hereby
certify:
                                
                               I.

That  the  name  of said Corporation shall be: NEVADA  COMMERCIAL
MANAGEMENT, INC.
                                
                               II.

That   the  principal  office  and  place  of  business  of   the
corporation  shall be 7088 Delwood, Las Vegas, Nevada  89117  and
that  the  Resident  Agent  in charge  thereof  shall  be  Lawana
Beckett.
                                
                              III.

That  the  purpose for which said corporation is formed  and  the
nature of the objects to be transacted and carried on by it are:

To engage in any and all lawful activity,
                                
                               IV.

This  corporation  is  authorized to issue  2,000,000  shares  of
Common Stock of no par value.

The  initial number of Stockholders will be less than three.  Any
and all shares issued by the corporation, the fixed consideration
for  which has been paid or delivered, shall be deemed fully paid
stock  and not liable for any further call or assessment thereon,
and the holders of such stock shall not be liable for any further
assessments.

If,  for  any reason, the amount of outstanding capital stock  of
the  corporation  is  to  be increased, such  increase  shall  be
offered  to,  and  may be subscribed for by,  the  then  existing
shareholders  in proportion to their shareholdings at  that  tine
for such amount as may be determined at the offering price of the
stock to either shareholders or non-shareholders.
                                
                               V.

The  governing board of the corporation shall consist of not less
than  two nor more than ten, the exact amount to be fixed by  the
by-laws of the corporation, provided that the number so fixed  by
the  by-laws may be increased or decreased from time to time. The
first Board of Directors, consisting of one member is:
                                
                    FIRST BOARD OF DIRECTORS

NAME                                              POST OFFICE
ADDRESS
 Lawana Beckett                 7088 Delwood,      Las Vegas, NV
                              89117
                                
                               VI.



The  name  of  the  incorporators signing these Articles  are  as
follows:

NAME                                              POST OFFICE
ADDRESS
 Lawana Beckett                 7088 Delwood,      Las Vegas, NV
                              89117
                                
                              VII.

At  all  elections for directors of this corporation, each holder
of  stock  shall be entitled to as many votes as shall equal  the
number  of  his  shares of stock, multiplied  by  the  number  of
directors  to be elected, and he may cast all such  notes  for  a
single  director or may distribute them among the  number  to  be
noted for, or any two or more of them, as he wishes.
                                
                              VIII.

This Corporation shall have perpetual existence.

IN  WITNESS  WHEREOF, the undersigned incorporator  has  executed
these Articles of Incorporation this 22nd day of January, 1988.

/s/ Lawana Beckett
Lawana Beckett