ARTICLES OF AMENDMENT

                                     TO THE

                           ARTICLES OF INCORPORATION


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


     FIRST: The of name of the corporation is United American, Inc.

     SECOND:  The  following  amendment  to the  Articles of  Incorporation  was
adopted December 4, 1989, as prescribed by the Colorado Corporation Code, and,

          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 said corporation shall be amended to be:

                          "CARDIFF INTERNATIONAL INC."

     THIRD: That this amendment does not effect any exchange,  reclassification,
or cancellation of issued shares.

     FOURTH:  That this  amendment  does not  effect a change  in the  amount of
states capital.



                                    CARDIFF INTERNATIONAL, INC

                                    By/S/ President



                                    By/S/ Secretary