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Exhibit 3.1.2


                            ARTICLES OF AMENDMENT TO
                          VENTURA PROMOTION GROUP, INC.

         THE UNDERSIGNED, being the sole director and president of Ventura
Promotion Group, Inc., does hereby its amend Articles of Incorporation as
follows:

                                    ARTICLE I
                                 CORPORATE NAME

The name of the Corporation shall be Ventura Promotion Group, Inc.

                                   ARTICLE II
                                     PURPOSE

The Corporation shall be organized for any and all purposes authorized under the
laws of the state of Florida.

                                   ARTICLE III
                               PERIOD OF EXISTENCE

The period during which the Corporation shall continue is perpetual.

                                   ARTICLE IV
                                     SHARES

The capital stock of this corporation shall consist of 50,000,000 shares of
common stock, $.001 par value.

                                    ARTICLE V
                                PLACE OF BUSINESS

The address of the principal place of business of this corporation in the State
of Florida shall be 7695 S.W. 104th Street, Suite 210, Miami, FL 33156. The
Board of Directors may at any time and from time to time move the principal
office of this corporation.

                                   ARTICLE VI
                             DIRECTORS AND OFFICERS

The business of this corporation shall be managed by its Board of Directors. The
number of such directors shall be not be less than one (1) and, subject to such
minimum may be increased or decreased from time to time in the manner provided
in the By-Laws.

                                   ARTICLE VII
                           DENIAL OF PREEMPTIVE RIGHTS

No shareholder shall have any right to acquire shares or other securities of the
Corporation except to the extent such right may be granted by an amendment to
these Articles of Incorporation or by a resolution of the board of Directors.

                                  ARTICLE VIII
                               AMENDMENT OF BYLAWS

Anything in these Articles of Incorporation, the Bylaws, or the Florida
Corporation Act notwithstanding, bylaws shall not be adopted, modified, amended
or repealed by the shareholders of the Corporation except upon the affirmative
vote of a simple majority vote of the holders of all the issued and outstanding
shares of the corporation entitled to vote thereon.


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                                   ARTICLE IX
                                  SHAREHOLDERS

9.1. Inspection of Books. The board of directors shall make reasonable rules to
determine at what times and places and under what conditions the books of the
Corporations shall be open to inspection by shareholders or a duly appointed
representative of a shareholder.

9.2. Control Share Acquisition. The provisions relating to any control share
acquisition as contained in Florida Statutes now, or hereinafter amended, and
any successor provision shall not apply to the Corporation.

9.3. Quorum. The holders of shares entitled to one-third of the votes at a
meeting of shareholder's shall constitute a quorum.

9.4. Required Vote. Acts of shareholders shall require the approval of holders
of 50.01% of the outstanding votes of shareholders.

                                    ARTICLE X
             LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

To the fullest extent permitted by law, no director or officer of the
Corporation shall be personally liable to the Corporation or its shareholders
for damages for breach of any duty owed to the Corporation or its shareholders.
In addition, the Corporation shall have the power, in its By-Laws or in any
resolution of its stockholders or directors, to undertake to indemnify the
officers and directors of this corporation against any contingency or peril as
may be determined to be in the best interests of this corporation, and in
conjunction therewith, to procure, at this corporation's expense, policies of
insurance.

                                   ARTICLE XI
                                    CONTRACTS

No contract or other transaction between this corporation and any person, firm
or corporation shall be affected by the fact that any officer or director of
this corporation is such other party or is, or at some time in the future
becomes, an officer, director or partner of such other contracting party, or has
now or hereafter a direct or indirect interest in such contract.

I hereby certify that the following was adopted by a majority vote of the
shareholders and directors of the corporation on June 19, 1998 and that the
number of votes cast was sufficient for approval.

IN WITNESS WHEREOF, I have hereunto subscribed to and executed this Amendment to
Articles of Incorporation this on June 19, 1998.

/s/ Marc A. Kuperman
Marc A. Kuperman, Sole Director and President

The foregoing instrument was acknowledged before me on June 19, 1998, by Marc A.
Kuperman, who is personally known to me.

                                    /s/  E.P. LITTMAN
                                    -------------------
                                    Notary Public


My commission expires:              (notary seal)