EXHIBIT 3.1


         Amended and Restated Articles of Incorporation
                               of
                  Fenton Graham Marketing, Inc.


Fenton Graham Marketing, Inc., a corporation organized under the
laws of the State of Nevada on October 12, 2001, hereby amends
and restates its Articles of Incorporation pursuant to the
provisions of Nevada Revised Statutes Sections 78.385, 78.390 and
78.403.1.

The Articles of Incorporation of the Corporation are hereby
amended and restated as follows:

Article One:   The name of this Corporation is:

                  Fenton Graham Marketing, Inc.

Article Two:   The principal office in the State of Nevada is to
  be located at:

                 777 N. Rainbow Blvd., Suite 390
                     Las Vegas, Nevada 89107

  This Corporation may also maintain an office or offices at
  such other places within or outside the State of Nevada, as it
  may from time to time determine. Corporate business of every
  kind and nature may be conducted, and meetings of directors
  and stockholders held outside the State of Nevada, the same as
  in the State of Nevada.

Article Three:  This Corporation may engage in any lawful
  activity.

Article Four:  This Corporation is authorized to issue only one
  class of shares of stock, the total number of which is one
  hundred million (100,000,000) shares, each with par value of
  $0.001. Such stock may be issued by this Corporation from time to
  time by the Board of Directors thereof. The shares of stock shall
  be designated "Common Stock" and the holders thereof shall be
  entitled to one (1) vote for each share held by them.

Article Five:  No Director or Officer of this Corporation shall
  be liable to this Corporation or its stockholders for any breach
  of fiduciary duty as Officer or Director of this Corporation.
  This provision shall not affect liability for acts or omissions
  which involve intentional misconduct, fraud, a knowing violation
  of law, or the payment of dividends in violation of NRS 78.300.

  All expenses incurred by Officers or Directors in defending a
  civil or criminal action, suit, or proceeding, must be paid by
  this Corporation as they are incurred in advance of a final
  disposition of the action, suit or proceeding, upon receipt of
  an undertaking by or on behalf of a Director or Officer to

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  repay the amount if it is ultimately determined by a court of
  competent jurisdiction, that he or she did not act in good
  faith, and in the manner he or she reasonably believed to be
  or not opposed to the best interests of this Corporation.

  The members of the governing Board shall be styled Directors,
  and the number of Directors shall not be less than one (1)
  pursuant to the terms of NRS 78.115. The number of Directors
  of this Corporation may from time to time be increased or
  decreased as set forth hereinabove by an amendment to the By-
  Laws in that regard, and without the necessity of amending
  these Articles of Incorporation.

Article Six:   The capital stock of this Corporation, after the
  amount of the subscription price has been paid in cash or in
  kind, shall be and remain non-assessable and shall not be subject
  to assessment to pay debts of this Corporation.

Article Seven:  This Corporation shall have perpetual existence.

Article Eight:  No holder of any shares of this Corporation
  shall have any preemptive right to purchase, subscribe for, or
  otherwise acquire any shares of this Corporation of any class now
  or hereafter authorized, or any securities exchangeable for or
  convertible into such shares, or warrants or other instruments
  evidencing rights or options to subscribe for, purchase or
  otherwise acquire such shares.

Article Nine:  This Corporation shall not be governed by the
  provisions of NRS 78.411 to 78.444, inclusive.

The foregoing amendment and restatement of the Articles of
Incorporation was duly adopted by stockholders representing a
majority of the outstanding shares of the Corporation entitled to
vote thereon pursuant to shareholder action taken in lieu of a
shareholder meeting, as authorized under Nevada Revised Statutes
Section 78.320.2

IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
February, 2002.

                              FENTON GRAHAM MARKETING, INC.

                              By: /s/Ken Greble, President


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