AMENDMENT OF ARTICLES
CONCEPTUAL TECHNOLOGIES, INC.
A Nevada Corporation
(After Issuance of Stock)
We, the undersigned, David Lehmburg, President, and Vicki Williams, Secretary, of CONCEPTUAL
TECHNOLOGIES, INC. (the "Corporation"), a Nevada Corporation, do hereby certify:
That pursuant to a resolution of the Board of Directors of the Corporation adopted by a Unanimous Written
Consent, dated July 31, 1997, the original Articles of Incorporation of the Corporation are hereby amended as
Article I is hereby amended to read as follows:
1. The Corporation shall have authority to issue Fifty Million (50,000,000) common shares, one mil ($.001) par
value. There shall be only one class of authorized shares, to wit: common voting stock. The common stock shall
have unlimited voting rights provided in the Nevada Business Corporation Act.
2. None of the shares of the Corporation shall carry with them the pre-emptive right to acquire additional or other
shares of the Corporation. There shall be no cumulative voting of shares.
3. Of the 50,000,000 authorized shares of common stock, 2,000,000 are issued and outstanding on July 31,
1997. It is the decision of the Board of Directors of the Corporation to reverse split the outstanding common
stock on a basis of 1 for 14, with the rounding up of each fractional share resulting from the reverse split to a
whole share, reducing the 2,000,000 outstanding shares of common stock to 142,858, and retaining the
authorized shares of common stock at 50,000,000 and the par value at one mil($.001) per share, with
appropriate adjustments being made in the additional paid-in capital and stated capital accounts of the
4. Before the change described in paragraph 3, the current number of authorized shares of the Corporation's
common stock was 50,000,000, and the par value of each of those shares was one mil ($.001).
5. After the change described in paragrap