RESTATED AND AMENDED
                           ARTICLES OF INCORORATION OF
                      ALLIANCE CONSUMER INTERNATIONAL, INC.
                            A California Corporation


The undersigned, Patricia McPeak and Edward G. Newton hereby certify that:

         ONE: Ms. McPeak is the duly elected Chief Executive Officer and
President and Mr. Newton is the duly elected Secretary of Alliance Consumer
International, Inc., a California corporation ("Corporation").

         TWO: The Restated Articles of Incorporation of the Corporation shall be
restated and amended to read in full as follows:

                                   ARTICLE ONE

         The name of the corporation (hereinafter called the "Corporation") is
NutraStar Incorporated.

                                   ARTICLE TWO

         As contemplated in California Corporations Code Section. 202 (b) (1)
(i), the purpose of the Corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.

                                  ARTICLE THREE

         This Corporation is hereafter authorized to issue two (2) classes of
shares of stock designated respectively ("Common Stock" and "Preferred Stock").
The total number of shares of Common Stock that this Corporation is authorized
to issue is fifty million (50,000,000) and the total number of shares of
Preferred Stock this Corporation is authorized to issue is ten million
(10,000,000).

         The Preferred Stock may be divided into such number of series as the
board of directors may determine. The board of directors is authorized to
determine and alter the rights, preferences, privileges and restrictions granted
to or imposed upon any wholly unissued series of Preferred Stock, and to fix the
number of shares of any series of Preferred Stock and the designation of any
such series of Preferred Stock. The board of directors, within the limits and
restrictions stated in any resolution or resolutions of the board of directors
originally fixing the number of shares constituting any series, may increase or
decrease (but not below the number of shares of such series then outstanding)
the number of shares of any series subsequent to the issue of shares of that
series.




                                       2


                                  ARTICLE FOUR

         The liability of the directors of the Corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.

                                  ARTICLE FIVE

         The Corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) through bylaw
provisions or agreements with the agents, or both, in excess of the
indemnification otherwise permitted by Section 317 of the California
Corporations Code, subject only to applicable limits set forth in Sections 204
of the California Corporations Code with respect to actions for breach of duty
to the Corporation or its shareholders.

         THREE: The foregoing restatement has been approved by the board of
directors of the Company.

         FOUR: The foregoing restatement has been approved by the holders of the
requisite number of shares of the corporation in accordance with Sections 902
and 903 of the California corporations code. The total number of outstanding
shares entitled to vote with respect to the foregoing amendment was 20,649,820
shares of Common Stock. The number of shares voting in favor of the foregoing
amendment equaled or exceeded the vote required, such referenced vote being a
majority of the outstanding shares of Common Stock.






                     [REMAINDER OF PAGE INTENTIONALLY BLANK]





IN WITNESS WHEREOF, the undersigned have caused this certificate on December 13,
2001.

s/Patricia McPeak,
Chief Executive Officer and President



s/Edward G. Newton,
Secretary


         We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of our own knowledge.

Executed in El Dorado Hills, California, on December 13, 2001.




s/Patricia McPeak,
Chief Executive Officer & President



s/Edward G. Newton, Secretary












          AMENDED AND RESTATED ARTICLES OF INCORPORATION SIGNATURE PAGE