ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
PACIFIC INTERNATIONAL HOLDING, INC.
Pacific International Holding, Inc. hereby amends its
Articles of Incorporation as follows, to-wit:
FIRST, the name of the corporation is "Pacific International
Holding, Inc.";
SECOND, the text of each amendment adopted is:
(a) ARTICLE VI is amended to provide in its entirety:
The corporation may take action by the written
consent of fewer than all of the shareholders entitled
to vote with respect to the subject matter: of an
action in question; provided, however, that in order to
be valid any and all such written consents shall be
made and provided in accordance with all applicable
requirements of 16-10a-704 of the Utah Revised
Business Corporation Act and signed by the holders of
not less than a majority of the corporation's
outstanding shares (calculated as of the record date
provided for by 16-10a-704(6)) of that Act.
THIRD, the foregoing amendment of ARTICLE VI does not
provide for an exchange or reclassification of issued shares;
FOURTH, the foregoing amendments were adopted on March 13,
1998 by the shareholders of the Corporation at a special meeting
duly noticed and held on that date ("the Meeting Date"); and,
FIFTH, (a) the Corporation had only one voting group as of
the Meeting Date ---the 9,002,500 shares it had issued and
outstanding (and all of which were under its Articles of
Incorporation entitled to vote generally on the amendment) of the
only class of stock which the Corporation was then authorized to
issue, to-wit: $0.001 par value common stock, and 6,440,000
shares of the Corporation's said sole voting group were
indisputably represented at the said special meeting; and,
(b) a total of 6,440,000 votes were cast for ---and -0-
votes were cast against--- the amendment set forth above by the
Corporation's sole voting group, which number constituted more
than a majority of the Corporation's outstanding shares and was
sufficient for approval and adoption of the amendment by the
Corporation's sole voting group.
WHEREFORE, the undersigned Secretary of Pacific
International Holding, Inc. hereby makes and executes these
Articles of Amendment pursuant to specific authorization and the
board of directors of said Corporation to do, on this 13th day of
1998:
/S/ Ken Chu, Secretary
Ken Chu, Secretary
E1-1
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