


                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                            FINANCIAL INTRANET, INC.
                              2 Nevada Corporation


Michael Sheppard certifies that:

1.       He is  the  duly  elected and acting President of the corporation named
         above.

2.       The  Articles  of Incorporation of the corporation shall be amended and
         restated to read in full as follows:

                                        I

         The name of the corporation shall be Financial Intranet, Inc. and shall
be governed by Chapter 7 of the Nevada Revised Statute.


                                       II

         The resident  agent  is  United  Corporate  Services  Inc.,  202  South
Minnesota Street, Carson City, NV 89703.

                                       III

         The  nature of the  business  of the  proposed  corporation  will be to
engage in lawful  activity,  permitted  by the laws of the State of Nevada,  and
desirable to support the continued existence of the corporation.

                                       IV

         On the  amendment of this Article IV to read as  hereinafter  set forth
and the restating of the Articles of Incorporation, the total authorized capital
stock of the corporation will be Five Hundred  thousand  dollars  ($500,000.00).
This will  consist of five  hundred  million  (500,000,000)  shares of $.001 par
value  common  stock.  Such stock may be issued  from time to time  without  any
action by the stockholders  for such  consideration as may be fixed from time to
time by the Board of Directors,  and shares issued,  the full  consideration for
which has been paid or delivered,  shall be deemed the fully paid up stock,  and
the holder of such shares shall not be liable for any further  payment  thereof.
Each share of stock  shall  have  voting  privileges  and will be  eligible  for
dividends.





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                                        V

         The governing board of this corporation shall be know as directors, and
shall be styled directors,  and the number of directors may from time to time be
increased or decreased in such manner as shall be provided by the bylaws of this
corporation,  provided that the number of directors shall not be reduced to less
than one (1) director. The name and address of the first director is as follows:

                      Alexis B. Williams: 3072 Zane Circle
                             Las Vegas, Nevada 89121




