CERTIFICATE OF AMENDMENT OF AMENDED AND
RESTATED ARTICLES OF INCORPORATION
OF
MICROELECTRONIC PACKAGING, INC.
a California corporation

Andrew Wrobel and Denis Trafecanty certify that:

1.  They are the President and the Secretary, respectively,
of MICROELECTRONIC PACKAGING, INC., a California corporation.

2.  Article III of the Restated Articles of Incorporation of
this corporation is amended to read as follows:

ARTICLE III

This corporation is authorized to issue two classes of shares
to be designated respectively "Common Stock" and "Preferred Stock."
The number of shares of Common Stock this corporation is authorized
to issue is Fifty Million (50,000,000), without par value.  The
number of shares of Preferred Stock this corporation is authorized to
issue is Nine Million Three Hundred Sixty Two Thousand Seven Hundred
Seventy Seven (9,362,777), without par value, all of which are
designated as "Series A Preferred Stock."

1.	Rights, Preferences, Privileges and Restrictions of
Common Stock.  The rights, preferences, privileges and restrictions
granted to and imposed on this corporation's Common Stock are as
follows:

A.	Dividend Rights.  Subject to any rights, preferences and
privileges that have been granted to the Series A Preferred Stock,
the holders of the Common Stock shall be entitled to receive, when
and as declared by the Board of Directors, out of any assets of the
corporation legally available therefor, such dividends as may be
declared from time to time by the Board of Directors.

B.	Liquidation Rights.  Subject to any rights, preferences and
privileges that have been granted to the Series A Preferred Stock,
in the event of any voluntary or involuntary liquidation, dissolution
or winding up of the corporation, the holders of shares of the Common
Stock shall be entitled to receive all of the assets of the
corporation available for distribution to its shareholders, ratable
in proportion to the number of shares of the Common Stock held
by them.

C.	Redemption.  The Common Stock is not redeemable.

D.	Voting Rights.  Subject to any rights, preferences and
privileges that have been granted to the Series A Preferred Stock,
the holders of shares of Common Stock shall be entitled to vote on
all matters at all meetings of the shareholders of the corporation
and shall be entitled to one vote for each share of Common Stock
entitled to vote at such meeting.

2.	Rights, Preferences, Privileges and Restrictions of Series A
Preferred Stock.  The rights, preferences, privileges and
restrictions granted to and imposed on this corporation's Series A
Preferred Stock are as follows:

A.  Dividends.

1.  Fixed Amount.  Out of any assets legally available therefor,
the Board shall have discretion (but shall not be required) to
declare a dividend on the outstanding Series A Preferred Stock at
the fixed rate of Three Point Five Seven Cents ($0.0357) per share
per annum (subject to adjustment to equitably account for any stock
splits, stock dividends, combinations, recapitalizations or the like,
and not compounded from one year to the next) ("Fixed Amount
Dividends").  Fixed Amount Dividends shall be payable only when, as,
and if declared by the Board.  Fixed Amount Dividends payable to the
holders of Series A Preferred Stock pursuant hereto, whether or not
declared by the Board, shall at all times be cumulative until paid in
full, and shall be paid in preference and priority to any Common
Equivalent Dividends (as that term is defined in Section A(2) below),
and any dividend or other distribution being paid or distributed to
the holders of Common Stock.

2.  Common Equivalent.  Subject to the priority of the Fixed Amount
Dividends, in the event the Board declares a dividend on or other
distribution with respect to the corporation's outstanding common
stock ("Common Stock"), which is payable other than in Common Stock
and/or other securities or rights convertible into or entitling the
holder thereof to receive, directly or indirectly, additional shares
of Common Stock, then out of any assets legally available therefor,
the holders of Series A Preferred Stock shall concurrently receive
dividends or other distributions in an amount equal to (a) the amount
of the dividend or other distribution payable on one share of Common
Stock; multiplied by (b) the number of shares of Common Stock,
rounded to the nearest whole number (with one half being rounded
upward), into which the total number of shares of Series A Preferred
Stock held by such holder could be converted on the record date for
determining which holders of Common Stock are entitled to receive
the dividend or other distribution in question ("Common Equivalent
Dividends").  Common Equivalent Dividends payable to the holders of
Series A Preferred Stock pursuant hereto shall at all times be
cumulative until paid in full, and shall be paid in preference and
priority to any dividend or other distribution being paid or
distributed to the holders of Common Stock.

3.  Treatment Upon Conversion.  Upon any conversion of the Series A
Preferred Stock pursuant to the provisions of Section D hereof
entitled Conversion ("Triggering Conversion"), any Fixed Amount
Dividends and/or Common Equivalent Dividends payable with respect
to the shares of Series A Preferred Stock being converted
(collectively "Conversion Dividends"), shall concurrently be
converted into that number of shares of this corporation's fully
paid and nonassessable Common Stock determined by dividing the
dollar amount of the Conversion Dividends by the Conversion Price
applicable to the Triggering Conversion ("Dividend Conversion Shares").
Otherwise, the provisions of Section D hereof entitled Conversion shall
be applicable to the Dividend Conversion Shares in the same manner as
such provisions are applicable to any other shares of Common Stock to
be issued pursuant to the Triggering Conversion.


4.  Waiver.  Pursuant to the affirmative vote, written consent or
agreement  of the holders of a majority of the then outstanding Series
A Preferred Stock ("Approving Preferred Majority"), the Approving
Preferred Majority shall be entitled on behalf of all holders of
Series A Preferred Stock, to waive any dividend such holders would
otherwise be entitled to receive, including without limitation, any
Fixed Amount Dividends and/or Common Equivalent Dividends
(collectively the "Preferred Dividends").

B.  Liquidation Preference.  In the event of any liquidation,
dissolution or winding up of this corporation, either voluntary
or involuntary:

1.  Priority Distribution.  The holders of Series A Preferred Stock
shall be entitled to receive, prior and in preference to any
distribution of any of the assets or funds of this corporation to
the holders of Common Stock by reason of their ownership thereof, an
amount per share equal to the sum of (a) One Dollar and Two Cents
($1.02) for each outstanding share of Series A Preferred Stock
(subject to adjustment to equitably account for any stock splits,
stock dividends, combinations, recapitalizations or the like)
("Original Series A Issue Price"), plus (b) an amount equal to any
declared but unpaid dividends on such share, including without
limitation, any accumulated balance of Preferred Dividends
("Priority Distribution").  If the assets and funds thus distributed
among the holders of the Series A Preferred Stock shall be
insufficient to permit payment to such holders of the full amount
of the Priority Distribution, then the entire assets and funds of
this corporation legally available for distribution shall be
distributed ratably among the holders of the Series A Preferred
Stock in proportion to the amount of such stock owned by each
such holder.

2.  Acquisition or Sale.  For purposes of this Section B entitled
Liquidation Preference, a liquidation, dissolution or winding up of
this corporation shall be deemed to be occasioned by, or to include
(unless an Approving Preferred Majority shall determine otherwise),
(a) the acquisition of this corporation by another entity by means
of any transaction or series of related transactions (including,
without limitation, any reorganization, merger or consolidation)
that results in the transfer of fifty percent (50%) or more of the
outstanding voting power of this corporation; or (b) a sale of all or
substantially all of the assets of this corporation (collectively
"Acquisition or Sale").  In the event of any Acquisition or Sale, if
the consideration received by this corporation or its shareholders is
other than cash, the value of the non-cash consideration will be deemed
to be equal to its fair market value, except that the value of any
securities received in any Acquisition or Sale shall be determined
as follows:

(a) For securities not subject to an investment letter or other
similar restriction on free marketability covered by Section
B(2)(b) below:

(i)  If traded on a securities exchange or through the Nasdaq
National Market, the value shall be deemed to be the average of the
closing prices of the securities on such exchange or system over the
thirty (30) day period ending three (3) days prior to the closing of
the Acquisition or Sale;

(ii)  If actively traded over-the-counter, the value shall be deemed
to be the average of the closing bid or sale prices (whichever is
applicable) over the thirty (30) day period ending three (3) days
prior to the closing of the Acquisition or Sale; or

(iii)  If there is no active public market, the value shall be the
fair market value thereof, as mutually determined by the Board and an
Approving Preferred Majority.

(b)  The method of valuation of securities subject to an investment
letter or other restriction on free marketability (other than
restrictions arising solely by virtue of a shareholder's status as an
affiliate or former affiliate) shall be to make an appropriate
discount from the market value determined above in Section B(2)(a),
to reflect the approximate fair market value thereof, as mutually
determined by the Board and an Approving Preferred Majority.

(c)  In the event the requirements of this Section B(2)(c) are not
complied with, this corporation shall forthwith either: (i) cause the
closing of the Acquisition  or Sale to be postponed until the time
such requirements have been complied with; or (ii) cancel the
Acquisition or Sale, in which event the rights, preferences, privileges
and restrictions of the holders of Series A Preferred Stock shall
revert to and be the same as such rights, preferences, privileges and
restrictions existing immediately prior to the date the first
Transaction Notice (as hereafter defined) is given.  This corporation
shall give each holder of record of Series A Preferred Stock written
notice of any impending Acquisition or Sale not later than (i) twenty
(20) days prior to the shareholders' meeting called to approve such
Acquisition or Sale, or (ii) twenty (20) days prior to the closing of
such Acquisition or Sale, whichever is earlier, and shall also notify
such holders in writing of the final approval of such Acquisition or
Sale (any of the foregoing a "Transaction Notice").  The first
Transaction Notice to be given shall describe the material terms and
conditions of the impending Acquisition or Sale, and this corporation
shall thereafter give holders of record of the Series A Preferred
Stock prompt notice of any material changes in such material terms
and conditions ("Material Change Notice").  The Acquisition or Sale
shall in no event take place sooner than twenty (20) days after this
corporation has given the first Transaction Notice, or sooner than
ten (10) days after this corporation has given any Material Change
Notice; provided, however, that such periods may be shortened by an
Approving Preferred Majority.

C.  Redemption.  To the extent it may otherwise lawfully do so, this
corporation shall be entitled, in the sole discretion of the Board,
to redeem all or any part of the outstanding shares of Series A
Preferred Stock, in accordance and compliance with the following
provisions:

1.  Notice.  Not less than twenty (20) and not more than thirty (30)
days prior to the date as of which the Board intends to give effect
to a redemption of some or all of the shares of Series A Preferred
Stock ("Redemption Date"), a written notice shall be mailed, first
class postage prepaid, to each holder of record (at the close of
business on the business day next preceding the day on which notice
is mailed) of the Series A Preferred Stock to be redeemed, at the
address last shown on the records of this corporation for such holder,
notifying such holder of the redemption to be effected on the
applicable Redemption Date, specifying each of the following: (a)
the number of shares to be redeemed from such holder ("Redemption
Shares"); (b) the Redemption Date; (c) the Series A Redemption Price
(as that term is hereafter defined); (d) the then applicable
Conversion Price (as that term is hereafter defined); (e) the date
of termination of the right to convert the Redemption Shares into
shares of Common Stock, which date shall not be earlier than five
(5) days prior to the Redemption Date ("Conversion Termination
Date"); and (e) the place at which payment may be obtained; and
shall call upon such holder to surrender to this corporation, in
the manner and at the place designated, his, her or its
certificate or certificates representing the shares to be
redeemed ("Redemption Notice").

2.  Partial Redemptions to be Pro-Rata.  In the event a Redemption
Notice specifies that less than all of the outstanding shares of
Series A Preferred Stock are to be redeemed, then the number of
shares of Series A Preferred Stock to be redeemed shall be
allocated pro-rata among all of the holders thereof, based on
the proportionate number of shares of Series A Preferred Stock
held by each such holder.

3.  Conversion Prior to Redemption.  Upon receiving a Redemption
Notice, at any time prior the to Conversion Termination Date stated
therein, each holder of Series A Preferred Stock shall be entitled
to convert some or all of the Redemption Shares into shares of
Common Stock pursuant to the provisions of Section D(1) below.
Any such conversion shall be deemed to take place on the Redemption
Date.  Any shares of Series A Preferred Stock not converted to shares
of Common Stock pursuant hereto shall remain subject to redemption
pursuant to the provisions of this Section C entitled Redemption,
and as set forth in the Redemption Notice.  If this corporation
fails to carry out the redemption of any Redemption Shares that
are not converted to shares of Common Stock pursuant to this
Section C(3), then in such event, the redemption described in the
Redemption Notice shall be deemed null and void, and any conversion
of shares of Series A Preferred Stock into shares of Common Stock
pursuant hereto, shall also be deemed null and void.

4.  Redemption Price.  The price per share required to be paid by the
corporation upon the redemption of any share of Series A Preferred
Stock pursuant hereto shall be equal to the sum of (a) the Original
Series A Issue Price (subject to adjustment to equitably account for
any stock splits, stock dividends, combinations, recapitalizations or
the like), plus (b) an amount equal to any declared but unpaid
dividends on such share, including without limitation, any
accumulated balance of Preferred Dividends ("Series A Redemption
Price").

5.  Certificates.  On or after the Redemption Date, each holder of
Redemption Shares that have not been converted into shares of Common
Stock pursuant to Section C(3) hereof, shall surrender to this
corporation the certificate or certificates representing such
Redemption Shares ("Redemption Certificates"), in the manner and at
the place designated in the Redemption Notice, and thereupon the
applicable Series A Redemption Price shall be payable to the order
of the person whose name appears on such certificate or certificates
as the owner thereof and each surrendered certificate shall be
canceled.  In the event less than all the shares represented by any
such certificate are redeemed, a new certificate shall be issued
representing the unredeemed shares.  If on the Redemption Date the
funds necessary for the redemption of the Redemption Shares shall be
available therefor, then any Redemption Shares so called for redemption
for which Redemption Certificates are not surrendered, shall
nevertheless be considered redeemed, and all rights of the holders
thereof shall be terminated, except for only the right to receive the
Redemption Price without interest upon the surrender of the
Redemption Certificates.

				6.  Payment.  Concurrently with receiving the
Redemption Certificates, this corporation shall pay the Series A
Redemption Price to the person whose name appears on the Redemption
Certificates, in cash in one
lump sum.

				7.  No Previous Redemption of Common Stock.
At all times while any shares of Series A Preferred Stock are outstanding,
this corporation shall not redeem any shares of Common Stock, unless such
redemption has been authorized by an Approving Preferred Majority.

			D.  Conversion.  The holders of the Series A Preferred
Stock shall have conversion rights as follows ("Conversion Rights"):

				1.  Voluntary Conversion.  Each share of Series
A Preferred Stock shall be convertible, (i) at the sole option of the
holder thereof, at any time after the date of issuance of such share, or
(ii) at the sole option of the holder thereof, on or prior to the fifth
(5th) day prior to the Redemption Date, if any, as may have been fixed
in any Redemption Notice with respect to such share of the Series A
Preferred Stock, at the office of this corporation or any transfer agent
for such stock and in the manner provided in Section 2(D)(3) hereof
("Voluntary Conversion"), into such number of fully paid and
nonassessable shares of Common Stock as is determined by dividing the
Original Series A Issue Price by the Conversion Price applicable to such
share, determined as hereafter provided, in effect on the date the
certificate is surrendered for conversion.  The initial Conversion
Price per share for shares of Series A Preferred Stock shall be Fifty
One Cents ($0.51); provided, however, that the Conversion Price for the
Series A Preferred Stock shall be subject to adjustment as set forth in
Section D(4) below.

2.  Automatic Conversion.  In addition to the right of Voluntary
Conversion provided in Section 2(D)(1) hereof, each share of Series A
Preferred Stock shall automatically be converted into shares of Common
Stock at the Conversion Price in effect at that time for the Series A
Preferred Stock, immediately upon this corporation's receipt of the
written consent of the Approving Preferred Majority to the conversion of
all then outstanding Series A Preferred Stock under this Section D.

3.  Mechanics of Conversion.  Before any holder of Series A Preferred
Stock shall be entitled to convert the same into shares of Common
Stock, he or she shall surrender the certificate or certificates
therefor, duly endorsed, at the office of this corporation or of any
transfer agent for the Series A Preferred Stock, and shall give written
notice to this corporation at its principal corporate office, of
the election to convert the same and shall state therein the name or
names in which the certificate or certificates for shares of Common
Stock are to be issued.  This corporation shall, within two (2) days
after receipt of such written notice, issue and deliver at such office
to such holder of Series A Preferred Stock, or to the nominee or
nominees of such holder, a certificate or certificates for the number
of shares of Common Stock to which such holder shall be entitled as
aforesaid.  Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of such surrender
of the shares of Series A Preferred Stock to be converted, and the
person or persons entitled to receive the shares of Common Stock
issuable upon such conversion shall be treated for all purposes as the
record holder or holders of such shares of Common Stock as of such date.

Regardless of any of the foregoing provisions, this corporation shall
not be obligated to issue certificates evidencing the shares of Common
Stock issuable upon such conversion unless certificates evidencing the
shares of Series A Preferred Stock being converted are either delivered
to the corporation or any transfer agent as provided herein, or the
holder notifies the corporation or any transfer agent that such
certificates have been lost, stolen, or destroyed and executes an
agreement reasonably satisfactory to the corporation to indemnify
the corporation from any loss reasonably incurred by it in connection
therewith.

4.  Conversion Price Adjustments of Preferred Stock for Certain
Dilutive Issuances, Splits and Combinations.  The Conversion Price
of the Series A Preferred Stock shall be subject to adjustment from
time to time as follows:

(a)  If this corporation shall issue, after the date upon which any
shares of Series A Preferred Stock were first issued ("Purchase
Date"), any Additional Stock (as hereafter defined) without
consideration or for a consideration per share less than the
Conversion Price for the Series A Preferred Stock in effect
immediately prior to the issuance of such Additional Stock, the
Conversion Price for the Series A Preferred Stock in effect
immediately prior to each such issuance shall forthwith (except as
otherwise provided in this Section D(4)) be adjusted to a price
determined by multiplying such Conversion Price by a fraction, (i) the
numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to the issuance of the Additional Stock
in question (including shares of Common Stock deemed to be issued
pursuant to Section D(4)(f)(i) or (ii) hereof, but not including shares
excluded from the definition of Additional Stock by Section D(4)(g)
(ii) hereof), plus the number of shares of Common Stock that the
aggregate consideration received by this corporation for such issuance
would purchase at such Conversion Price; and (ii) the denominator of
which shall be the number of shares of Common Stock outstanding
immediately prior to such issuance (including shares of Common Stock
deemed to be issued pursuant to Section D(4)(f)(i) or (ii) hereof, but
not including shares excluded from the definition of Additional Stock
by Section D(4)(g)(ii) hereof), plus the number of shares of Additional
Stock in question.

(b)  No adjustment of the Conversion Price for the Series A Preferred
Stock shall be made in an amount less than one cent per share, provided
that any adjustments that are not required to be made by reason of this
sentence shall be carried forward and shall be either taken into account
in any subsequent adjustment made prior to three (3) years from the date
of the event giving rise to the adjustment being carried forward, or
shall be made at the end of three (3) years from the date of the event
giving rise to the adjustment being carried forward.

(c)  Except to the extent provided for in Section D(4)(f)(iii) and
(iv) hereof, and Section D(4)(i) hereof, no adjustment of the Conversion
Price pursuant to this Section D(4) shall have the effect of increasing
the Conversion Price above the Conversion Price in effect immediately
prior to such adjustment.

(d)  In the case of the issuance of Common Stock for cash, the
consideration shall be deemed to be the amount of cash paid therefor
before deducting any reasonable discounts, commissions or other expenses
allowed, paid or incurred by this corporation for any underwriting or
otherwise in connection with the issuance and sale thereof.

(e)  In the case of the issuance of the Common Stock for a consideration
in whole or in part other than cash, the consideration shall be deemed to
be the fair market value thereof as determined in good faith by the Board
irrespective of any accounting treatment.

(f) In the case of the issuance (whether before, on or after the
applicable Purchase Date) of options to purchase or rights to subscribe
for Common Stock, securities by their terms ultimately convertible into
or exchangeable for Common Stock, or options to purchase or rights to
subscribe for such convertible or exchangeable securities, the following
provisions shall apply for all purposes of Sections D(4)(a) through (g)
hereof:

(i)  The aggregate maximum number of shares of Common Stock deliverable
upon exercise (assuming the satisfaction of any conditions to
exercisability, including without limitation, the passage of time, but
without taking into account potential antidilution adjustments), to the
extent then exercisable, of such options to purchase or rights to
subscribe for Common Stock shall be deemed to have been issued at the
time such options or rights were issued and for a consideration equal
to the consideration (determined in the manner provided in Section
D(4)(d) and (e) hereof), if any, received by this corporation upon the
issuance of such options or rights plus the minimum exercise price
provided for in such options or rights (without taking into account
potential antidilution adjustments) for the Common Stock covered
thereby.

(ii)  The aggregate maximum number of shares of Common Stock deliverable
upon conversion of, or in exchange for (assuming the satisfaction of any
conditions to convertibility or exchangeability, including, without
limitation, the passage of time, but without taking into account
potential antidilution adjustments), to the extent then convertible or
exchangeable, any such convertible or exchangeable securities, or upon
the exercise of options to purchase or rights to subscribe for such
convertible or exchangeable securities and the subsequent conversion or
exchange thereof, shall be deemed to have been issued at the time such
securities were issued or such options or rights were issued and for a
consideration equal to (1) the consideration, if any, received by this
corporation for any such securities and related options or rights
(excluding any cash received on account of accrued interest or accrued
dividends); plus (2) the minimum additional consideration, if any, to be
received by this corporation (without taking into account potential
antidilution adjustments) upon the conversion or exchange of such
securities or the exercise of any related options or rights (the
consideration in each case to be determined in the manner provided in
Sections D(4)(d) and (e) hereof).

(iii)  In the event of any change in the number of shares of Common
Stock deliverable or in the consideration payable to this corporation
upon exercise of such options or rights or upon conversion of or in
exchange for such convertible or exchangeable securities, including,
but not limited to, a change resulting from the antidilution provisions
thereof, then the Conversion Price of the Series A Preferred Stock, to
the extent in any way affected by or computed using such options,
rights or securities, shall be recomputed to reflect such change, but
no further adjustment shall be made for the actual issuance of Common
Stock or any payment of such consideration upon the exercise of any such
options or rights or the conversion or exchange of such securities.
However, in no event shall (1) the amount of any increase in the
Conversion Price that may result from any recomputation pursuant to
this Section 2.D.4(f)(iii) of this Article III, as a proportion of the
Conversion Price in effect at the time such recomputation takes place
("Proportionate Increase"); be greater than (2) the amount of any
decrease in the Conversion Price that occurred as a result of the
issuance of the options, rights, or convertible or exchangeable
securities in question, as a proportion of the Conversion Price in
effect at the time such decrease took place ("Proportionate
Decrease").

(iv)  Upon the expiration of any such options or rights, the termination
of any such rights to convert or exchange or the expiration of any
options or rights related to such convertible or exchangeable
securities, the Conversion Price of the Series A Preferred Stock, to
the extent in any way affected by or computed using such options,
rights or securities or options or rights related to such securities,
shall be recomputed to reflect the issuance of only the number of
shares of Common Stock (and convertible or exchangeable securities
that remain in effect) actually issued upon the exercise of such
options or rights, upon the conversion or exchange of such securities
or upon the exercise of the options or rights related to such
securities.  However, in no event shall (1) the amount of any
increase in the Conversion Price that may result from any recomputation
pursuant to this Section 2.D.4(f)(iv) of this Article III, as a
proportion of the Conversion Price in effect at the time such
recomputation takes place ("Proportionate Increase"); be greater than
(2) the amount of any decrease in the Conversion Price that occurred as
a result of the issuance of the options, rights, or convertible or
exchangeable securities in question, as a proportion of the Conversion
Price in effect at the time such decrease took place ("Proportionate
Decrease").

(v)  The number of shares of Common Stock deemed issued and the
consideration deemed paid therefor pursuant to Sections D(4)(f)(i)
and (ii) hereof, shall be appropriately adjusted to reflect any change,
termination or expiration of the type described in either Section
D(4)(f)(iii) and (iv) hereof.

(g) For purposes of this Section D(4), the term "Additional Stock"
shall mean any shares of Common Stock issued (or deemed to have been
issued pursuant to Section D(4)(f)) by this corporation after the
Purchase Date, except for any of the following:

(i) Common Stock issued pursuant to a transaction described in
Section D(4)(h) below; or

(ii) Common Stock issuable or issued to (1) employees, consultants
or directors of this corporation directly or pursuant to a stock
option plan or restricted stock plan, and such issuance has been
approved by the Board, or (2) vendors or joint venture partners of
this corporation, but only if such issuance  is in a transaction
with primarily a non-financing purpose, and has been approved by
the Board.

(h)  In the event this corporation should at any time or from time
to time after the Purchase Date fix a record date for the
effectuation of a split or subdivision of the outstanding shares of
Common Stock or the determination of holders of Common Stock entitled
to receive a dividend or other distribution payable in additional
shares of Common Stock or other securities or rights convertible into,
or entitling the holder thereof to receive directly or indirectly,
additional shares of Common Stock (collectively referred to as "Common
Stock Equivalents") without payment of any consideration by such holder
for the additional shares of Common Stock or the Common Stock Equivalents
(including the additional shares of Common Stock issuable upon conversion
or exercise thereof), then, as of such record date (or the date of such
dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of the Series A Preferred Stock shall be
appropriately decreased so that the number of shares of common Stock
issuable on conversion of each share of such series shall be increased
in proportion to such increase of the aggregate of shares of Common
Stock outstanding and those issuable with respect to such Common Stock
Equivalents (with the number of shares issuable with respect to Common
Stock Equivalents determined from time to time in the manner provided
for deemed issuances in Section D(4)(f) hereof).

(i)  If the number of shares of Common Stock outstanding at any time
after the Purchase Date is decreased by a combination of the outstanding
shares of Common Stock, then, following the record date of such
combination, the Conversion Price for the Series A Preferred Stock shall
be appropriately increased so that the number of shares of Common Stock
issuable on conversion of each share of such series shall be decreased in
proportion to such decrease in outstanding shares.

5.  Other Distributions.  In the event this corporation shall declare a
distribution payable in securities of other persons, evidences of
indebtedness issued by this corporation or other persons, assets
(excluding cash dividends) or options or rights not referred to in
Section D(4)(h) hereof, then, in each such case for the purpose of this
Section D(5), the holders of the Series A Preferred Stock shall be
entitled to a proportionate share of any such distribution as though
they were the holders of the number of shares of Common Stock of this
corporation into which their shares of Series A Preferred Stock are
convertible as of the record date fixed for the determination of the
holders of Common Stock of this corporation entitled to receive such
distribution.

6.  Recapitalizations.  If at any time or from time to time there
shall be a recapitalization or reclassification of the Common Stock
(other than a subdivision, combination or merger or sale of assets
transaction provided for elsewhere in this Section D entitled
Conversion, or in Section B hereof entitled Liquidation Preference,
provision shall be made so that the holders of the Series A Preferred
Stock shall thereafter be entitled to receive upon conversion of the
Series A Preferred Stock the number of shares of stock or other
securities or property of this corporation or otherwise, to which a
holder of Common Stock deliverable upon conversion would have been
entitled on such recapitalization orreclassification.  In any such
case, appropriate adjustment shall be made in the application of the
provisions of this Section D entitled Conversion, with respect to the
rights of the holders of the Series A Preferred Stock after the
recapitalization or reclassification, to the end that the provisions
of this Section D entitled Conversion (including adjustment of the
Conversion Price then in effect and the number of shares purchasable
upon conversion of the Series A Preferred Stock) shall be applicable
after that event as nearly equivalent as may be practicable.

7.  No Impairment.  This corporation will not, by amendment or
restatement of its Articles of Incorporation or through any
reorganization, recapitalization, transfer of assets, consolidation,
merger, dissolution, issuance or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance
of any of the terms to be observed or performed hereunder by this
corporation, but will at all times in good faith assist in the carrying
out of all the provisions of this Section D entitled Conversion, and in
the taking of all such action as may be necessary or appropriate in
order to protect the Conversion Rights of the holders of the Series A
Preferred Stock against impairment.

8.  No Fractional Shares.  No fractional shares shall be issued upon
the conversion of any share or shares of the Series A Preferred Stock,
and the number of shares of Common Stock to be issued shall be rounded
to the nearest whole share (with one half being rounded upward).
Whether or not fractional shares are issuable upon such conversion
shall be determined on the basis of the total number of shares of
Series A Preferred Stock the holder is at the time converting into
Common Stock and the number of shares of Common Stock issuable upon such
aggregate conversion.

9.  Certificate of Adjustment.  Upon the occurrence of each adjustment
or readjustment of the Conversion Price of Series A Preferred Stock
pursuant to this Section D entitled Conversion, this corporation, at
its expense, shall promptly compute such adjustment or readjustment
in accordance with the terms hereof and prepare and furnish to each
holder of Series A Preferred Stock a certificate setting forth such
adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment is based.  This corporation shall, upon
the written request at any time of any holder of Series A Preferred
Stock, furnish or cause to be furnished to such holder a like
certificate setting forth (a) such adjustment and readjustment, (b)
the Conversion Price for such series of Preferred Stock at the time in
effect, and (c) the number of shares of Common Stock and the amount,
if any, of other property that at the time would be received upon the
conversion of a share of Series A Preferred
Stock.

10.  Notices of Record Date.  In the event of any taking by this
corporation of a record of the holders of any class of securities
for the purpose of determining the holders thereof who are entitled
to receive any dividend (other than a cash dividend) or other
distribution, any right to subscribe for, purchase or otherwise acquire
any shares of stock of any class or any other securities or property,
or to receive any other right, this corporation shall mail to each
holder of Series A Preferred Stock, at least twenty (20) days prior to
the date specified therein, a notice specifying the date on which any
such record is to be taken for the purpose of such dividend, distribution
or right, and the amount and character of such dividend, distribution or
right.

11.  Reservation of Stock Issuable Upon Conversion.  This corporation
shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock, solely for the purpose of
effecting the conversion of the shares of the Series A Preferred Stock,
such number of its shares of Common Stock as shall from time to time be
sufficient to effect the conversion of all outstanding shares of the
Series A Preferred Stock; and if at any time the number of authorized
but unissued shares of Common Stock shall not be sufficient to effect
the conversion of all then outstanding shares of the Series A Preferred
Stock, in addition to such other remedies as shall be available to the
holder of such Series A Preferred Stock, this corporation will take
such corporate action as may, in the opinion of its counsel, be
necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such
purposes, including, without limitation, engaging in best efforts to
obtain the requisite shareholder approval of any necessary amendment to
the corporation's articles of incorporation.

12.  Notices.  Any notice required by the provisions of this Section D
entitled Conversion, to be given to the holders of shares of Series A
Preferred Stock shall be deemed given if deposited in the United States
mail, postage prepaid, and addressed to each holder of record at his
address appearing on the books of this corporation.

E.  Voting Rights.

1.	Generally.  The holder of each share of Series A Preferred
Stock shall have the right to one vote for each share of Common Stock
into which such Series A Preferred Stock could then be converted, and
with respect to such vote, such holder shall have full voting rights
and powers equal to the voting rights and powers of the holders of
Common Stock, and shall be entitled, notwithstanding any provision
hereof, to notice of any shareholders' meeting in accordance with the
bylaws of this corporation, and shall be entitled to vote, together
with holders of Common Stock, with respect to any question upon which
holders of Common Stock have the right to vote.  Fractional votes shall
not, however, be permitted and any fractional voting rights available on
an as-converted basis (after aggregating all shares into which shares of
Series A Preferred Stock held by each holder could be converted) shall
be rounded to the nearest whole number (with one-half being rounded
upward).

2.	Board of Directors Election and Removal.

(a)	Election.  So long as any shares of Series A Preferred Stock are
outstanding:  (i) the holders of the Series A Preferred Stock, voting
as a separate series (with cumulative voting rights as among themselves
in accordance with Section 708 of the California Corporations Code),
shall be entitled to elect one (1) director of this corporation; and
(ii) the holder of the Series A Preferred Stock and the Common Stock,
voting together as a single class (with cumulative voting rights as
among themselves in accordance with Section 708 of the California
Corporations Code), shall be entitled to elect the remaining
directors of this corporation.

(b)	Quorum; Required Vote.

(i)	Quorum.  At any meeting held for the purpose of electing
directors, the presence in person or by proxy: (A) of the holders of
a majority of the shares of the Series A Preferred Stock shall
constitute a quorum of the Series A Preferred Stock for the election
of directors to be elected solely by the holders of the Series A
Preferred Stock; and (B) of holders of Series A Preferred Stock and
Common Stock representing a majority of the voting power of all the
then-outstanding shares of the directors to be elected jointly by the
holders of the Series A Preferred Stock and the Common Stock.

(ii)	Required Vote.  With respect to the election of any director or
directors by the holders of the outstanding shares of a specified
series, series', class or classes of stock given the right to elect
such director or directors pursuant to Section E(2)(a) above (the
"Specified Stock"), that candidate or those candidates (as applicable),
shall be elected who either: (i) in the case of any such vote conducted
at a meeting of the holders of such Specified Stock, receive the
highest number of affirmative votes of the outstanding shares of such
Specified Stock, up to the number of directors to be elected by such
Specified Stock; or (ii) in the case of any such vote taken by written
consent without a meeting, are elected by the unanimous written consent
of the holders of the shares of such Specified Stock, except that, if
such vote is to fill a vacancy on the Board other than a vacancy
created by removal of a director, such vacancy may be filled election
by the written consent of the holders of a majority of the outstanding
shares of such Specified Stock.

(c)	Vacancy.  If there shall be any vacancy in the office of a
director elected by the holders of any Specified Stock pursuant to
Section E(2)(a), then a successor to hold office for the unexpired
term of such director may be elected by either: (i) the remaining
director or directors (if any) in the office that were so elected by
the holders of such Specified Stock, by the affirmative vote of a
majority of such directors (or by the sole remaining director elected
by the holders of such Specified Stock if there be but one); or (ii)
the required vote of holders of the shares of such Specified Stock
specified in Section E(2)(b)(ii) above that are entitled to elect such
director under Section E(2)(a).

(d)	Removal.  Subject to Section 303 of the California Corporations
Code, any director who shall have been elected to the Board by the
holders of any Specified Stock pursuant to Section E(2)(a) or by any
director or directors elected by holder of any Specified Stock as
provided in Subsection E(2)(c), may be removed during his or her term
of office, either with or without cause, by, and only by, the
affirmative vote of shares representing a majority of the voting power
of all the outstanding shares of such Specified Stock entitled to vote
given either at a meeting of such shareholders duly called for that
purpose or pursuant to a written consent of shareholders without a
meeting, and any vacancy created by such removal may be filled only
in the manner provided in Section E(2)(c).

(e)	Procedures.  Any meeting of the holders of any Specified Stock,
and any action taken by the holders of any Specified Stock written
consent without a meeting, in order to elect or remove a director
under this Section E(2), shall be held in accordance with the
procedures and provisions of this corporation's bylaws, the
California Corporations Code and applicable law regarding shareholder
meetings and shareholder actions by written consent, as such are then
in effect  (including, but not limited to, procedures for determining
the record date for shares entitled to vote).

F.  Protective Provisions.  So long as any shares of Series A Preferred
Stock are outstanding, this corporation shall not without first
obtaining the approval (by vote or written consent, as provided by law)
of the holders of at least two thirds (2/3) of the then outstanding
shares of Series A Preferred Stock:

1.  Sell, convey, or otherwise dispose of all or substantially all of
its property or business or merge into or consolidate with any other
corporation (other than a wholly-owned subsidiary corporation) or
effect any transaction or series of related transactions in which more
than fifty percent (50%) of the voting power of this corporation is
disposed of;

2.  Alter or change the rights, preferences or privileges of the shares
of Series A Preferred Stock.

3.  Increase or decrease (other than by redemption or conversion) the
total number of authorized shares of Series A Preferred Stock;

4.  Authorize or issue, or obligate itself to issue, any other equity
security, including any other security convertible into or exercisable
for any equity security senior to or on a parity with the Series A
Preferred Stock with respect to dividends, liquidation, redemption
or voting;

5.  Redeem, purchase or otherwise acquire (or pay into or set aside for
a sinking fund for such purpose) any share or shares of the capital
stock of this corporation; provided, however, that this restriction
shall not apply to (i) the repurchase of shares of Common Stock from
employees, officers, directors, consultants or other persons performing
services for this corporation or any subsidiary pursuant to agreements
under which this corporation has the option to repurchase such shares
at cost, or at cost upon the occurrence of certain events, such as the
termination of employment, or (ii) the redemption of any share or shares
of Preferred Stock in accordance with the provisions of Section C hereof
entitled Redemption;

6.  Amend or otherwise modify this corporation's articles of
incorporation in such a manner as to alter or change the rights,
preferences or privileges of the shares of Series A Preferred Stock so
as to adversely affect such shares;

7.  Declare or pay any dividends or other distributions of any kind on
or with respect to shares of Common Stock (other than such a dividend
payable solely in the form of shares of Common Stock);

8.  Declare or pay any dividends or other distributions of any kind
on or with respect to shares of Series A Preferred Stock, except for
Fixed Amount Dividends.

9.  Take any other action with respect to which the holders of Series A
Preferred Stock are entitled to vote and/or grant approval as a
separate class or series under the applicable laws of the State of
California.

10.	Reclassify any outstanding shares of securities of this
corporation into shares having  rights, preferences or privileges
senior to or on a parity with the Series A Preferred Stock.

G.  Status of Redeemed or Converted Stock.  In the event any shares of
Series A Preferred Stock shall be redeemed or converted pursuant to
Section C hereof entitled Redemption, or Section D hereof entitled
Conversion, the shares so redeemed or converted shall be canceled.

3.  The foregoing amendment of Amended and Restated Articles of
Incorporation has been duly approved by the Board of Directors.

4.  The foregoing amendment of Amended and Restated Articles of
Incorporation has been duly approved by the required vote of
shareholders in accordance with Section 902 and Section 903 of the
California Corporations Code.  The total number of outstanding shares
of this corporation's Common Stock is Ten Million Eight Hundred
Fifty Six Thousand Eight Hundred Ninety (10,856,890).  There are no
outstanding shares of this corporation's Preferred Stock.  The number
of shares of this corporation's Common Stock voting in favor of the
Amendment equaled or exceeded the vote required.  The percentage vote
required was more than fifty percent (50%).

The undersigned 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 their own knowledge.


Date:  July 30, 1999



_____________________________		________________________________
Andrew Wrobel, President		Denis Trafecanty, Secretary