ARTICLES OF AMENDMENT

                                     to the

                            ARTICLES OF INCORPORATION



     Pursuant  to  the  provisions  of  the  Colorado   Corporation   Code,  the
undersigned  corporation  adopts the  following  Articles or  Amendments  to its
Articles of Incorporation:

     FIRST: The name of the corporation is: CARDIFF FINANCIAL, INC.

     SECOND:  The  following  amendment  to the  Articles of  Incorporation  was
adopted on April 14,1989, as prescribed by the Colorado Corporation Code, in the
manner marked with an X below:

     Such amendment was adopted by the board of directors where no shares have
     been issued.

 X   Such amendment was adopted by a vote of the  shareholders.  The number of
     shares voted for the amendment was sufficient for approval.

     The Articles of  Incorporation  are amended to provide that the name of the
corporation shall be amended to: "United American, Inc.".

     THIRD:  The  manner,  if not set  forth in such  amendment,  in  which  any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as Follows: None

     FOURTH:  The manner in which such amendment  effects a change in the amount
of  stated  capital,  and the  amount  or  stated  capital  as  changed  by such
amendment, are as follows: None



                                            CARDIFF FINANCIAL, INC.

                                            By /S/ Marvin Bechwith
                                            Marvin Bechwith

                                            By/S/ Arnold Depauw
                                            Arnold Depauw