Exhibit 3(i).1


            The paragraph entitled "Conversion" in Article Fourth, Section 2 of
      the Company's Articles of Incorporation is amended by adding the following
      sentence at the end of such paragraph:

            Each outstanding Series A Preferred Share shall automatically
            convert (without any action on the part of the holder thereof) into
            one share of common stock, $.001 par value, of the Corporation on
            the date of, and effective upon, the closing of the transactions
            contemplated by that certain Stock Purchase Agreement dated as of
            April 29, 2001 by and among the Corporation, Oselka Heled Trustee
            Ltd., Oritz Ltd., SBFT & Co. Ltd., Winhall Holding Ltd., Paradis
            Global Ltd., Gan Paradis Ltd., Bee Byte Ltd., Lotus Invest Ltd.,
            Seapen Corporation Ltd., Patrick Chemoul, Priory Marketing Ltd. and
            Forexcash Global Trading Ltd.