ICOA INC
SB-2, EX-3.2, 2000-11-30
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                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                                 QUINTONIX, INC.

                  Pursuant to the applicable  provisions of the Nevada  Business
Corporations Act, the undersigned  Corporation  adopts the following Articles of
Amendment to its Articles of Incorporation by stating the following:

                  FIRST: The present name of the corporation is Quintonix, Inc.

                  SECOND:   The   following   amendments   to  its  Articles  of
Incorporation were adopted by the shareholders of the corporation on March 14th,
1985, in the manner prescribed by Nevada law.

                  1. Articles I is amended as follows:

                                ARTICLE I - NAME
                                ----------------

                  The name of the corporation is ICOA, Inc.

                  2. Article IV is amended as follows:

                               ARTICLE IV - STOCK
                               ------------------

                  The aggregate number of shares which the corporation  shall be
authorized to issue is 50,000,000  shares of  nonassessable  voting common stock
having a par value of $.005 per share.  The  capital  stock of this  corporation
shall be issued as fully  paid,  and the private  property  of the  shareholders
shall  not be  liable  for  the  debts,  obligations,  or  liabilities  of  this
Corporation.

                  THIRD: The number of shares of the Corporation outstanding and
entitled to vote at the time of the adoption of said  amendment  was  10,000,000
shares.

                  FOURTH:  The number of shares  voted for such  amendments  was
5,469,200 and the number of voted against such amendments was -0-.

                   DATED this 14th day of March, 1985.
<PAGE>


Attest:                                     QUINTONIX, INC>

/s/ James P. Fuoco                          By: /s/ Lawrence P. Magilligan
-------------------------------                -------------------------------
James P. Fuoco, Secretary                       Lawrence P. Magilligan
                                                President

                                  VERIFICATION
                                  ------------

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

                  The  undersigned  being first duly sworn,  deposes and states:
that the  undersigned is the Secretary of Quintonix,  Inc. that the  undersigned
has read the Articles of Amendment  and knows the contents  thereof and that the
same  contains  a  truthful  statement  of the  amendment  duly  adopted  by the
stockholders of the Corporation.

                                            /s/ James P. Fuoco
                                            -------------------------------
                                            James P. Fuoco, Secretary

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

                  Before me the  undersigned  Notary  Public in and for the said
County and State,  personally appeared the President and Secretary of Quintonix,
Inc., a Nevada  corporation,  and signed the foregoing  Articles of Amendment as
their own free and voluntary act and deed pursuant to a corporate resolution for
the uses and purposes set forth..

                  IN WITNESS WHEREOF,  I have hereunto set my hand and seal this

14th day of March, 1985


My Commission Expires:
November 1, 1985                             -------------------------------
                                             NOTARY PUBLIC, residing at
                                             Salt Lake City, Utah

                                      -2-
<PAGE>

Quintonix, Inc.
Articles of Incorporation
Notarization of Sidney Seftel

STATE OF UTAH         )
                      ) s.s.
COUNTY OF SALT LAKE   )

On the 2nd day of September,  1983  personally  appeared before me Sidney Seftel
who, being duly sworn,  declared that he is the person who signed the within and
foregoing  Articles of Incorporation  as  Incorporator,  and that the statements
contained therein are true.

                                             ---------------------------
                                             Notary Public, residing at
                                             Salt Lake City, Utah

My Commission Expires: June 3, 1987

                                      -3-



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