CERTIFICATE OF AMENDMENT
                                TO
                    ARTICLES OF INCORPORATION
                                OF
                   SECOND INVESTORS GROUP, INC.

     We the undersigned as President and Secretary of Second Investors Group,
Inc. do hereby certify:

     That the Board of Directors of said Corporation at a Sencond Investors
Group, Inc. meeting duly convened on the 17th day of June, 1998 adopted a
Resolution to amend the original Articles as follows:

     A.  Delete Article I in its entirety and substitute in its place the
following:

     Article One.  The name of the Corporation is Progressive Environmental
Recovery Corporation.

     Said amendment has been consented to and approved by the owners of
majority of the duly issued and outstanding shares of common stock which
represent a majority of the sole class of common stock outstanding and
entitled to vote thereon.  The change is effective immediately upon the filing
of this Certificate.


/s/ Anita Patterson
- - -----------------
    ANITA PATTERSON


/s/ John W. Peters
- - -----------------
    JOHN W. PETERS


STATE OF UTAH           )
                        : ss.
COUNTY OF SALT LAKE     )

     On this 18th day of June, 1998, personally appeared before me Anita
Patterson and John W. Peters, personally known to me or provided to me on the
basis of satisfactory evidence to be the persons whose names are signed on the
preceding document, and acknowledged to me that they signed it voluntarily for
its stated purpose.


/s/ M. Jeanne Ball
    --------------
    M. Jeanne Ball
    NOTARY PUBLIC