FILED
                                                            88 FEB 29 PM 12:07
                                                            Secretary of State
                                                           Tallahassee, Florida


                            Articles of Incorporation
                                       of
                               Mergers R US, Inc.

First:   The name of the Corporation is Mergers R US, Inc. ( the  "Corporation")

Second:   This  Corporation is organized for the purpose of transacting  any and
          all lawful business for which corporations may be formed under Chapter
          607 of the Florida Statutes.

Third:    The  Corporation is authorized to issue  750,000,000  shares of common
          stock,  par value $.0001 per share and  5,000,000  shares of preferred
          stock, $.01 par value.

Fourth:   The street address of the initial registered office of the Corporation
          is: 2 South Biscayne Boulevard,  Suite 3333, Miami,  Florida 33131 and
          the name of the initial  registered  agent of the  Corporation at that
          address is: James S. Cassel.

Fifth:    The Corporation expressly elects not to be governed by Florida Statute
          607.108,  as  amended  from  time  to  tome,  relating  to  affiliated
          transactions.

Sixth:    The Corporation  expressly elects not to be governed by Florida Statue
          607.109,  as amended  from time to time,  relating  to  control  share
          acquisitions.

Seventh:  The Corporation  shall  indemnify,  to the fullest extent permitted by
          Florida Statute ss.607.104 ( 1987 ), as amended from time to time, any
          director  or  officer  of  the  Corporation  who  is a  party,  or  is
          threatened  to  be  made  a  party,  to  any  proceeding,  which  is a
          threatened,  pending,  or completed action or suit,  brought against a
          director in his official capacity as a director. The Corporation shall
          not  indemnify  any such  director or officer,  in any action or suit,
          threatened,   pending  or  completed,   brought  by  him  against  the
          Corporation,  in  the  event  the  officer  or  director  is  not  the
          prevailing  party.  Indemnification  of any  other  persons,  such  as
          employees of agents of the  Corporation,  or serving at the request of
          the Corporation as a director,  officer,  employee or agent of another
          corporation,  partnership,  joint venture, trust, or other enterprise,
          shall be determined  in the sole and absolute  discretion of the Board
          of Directors of the Corporation.

          Pursuant  to  Florida   Statute   ss.607.014(9),   no  court   ordered
          indemnification shall, any circumstances, be permitted.



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Eighth:   The  Corporation  shall have one director  initially and the number of
          directors may be increased or diminished from time to time as provided
          in the Bylaws but shall  never be less than one.  The name and address
          of the initial director of the Corporation is: Bradley W. Cassel, 6790
          S.W. 76th Terrace, Miami, Florida 33143.

Ninth:    The name and address of the incorporator of this Corporation is: James
          S. Cassel,  Broad and Cassel, 2 South Biscayne Boulevard,  Suite 3333,
          Miami, Florida 33131.

Tenth:    The duration of this Corporation is perpetual.

     IN WITNESS WHEREOF, the undersigned  subscriber has executed these Articles
of Incorporation this 26th day of February, 1988.



                                                /s/ James S. Cassel
                                               James S. Cassel, Incorporator


State of Florida           )
                           )    SS:
County of Dade             )

     BEFORE ME, a notary public authorized to take  acknowledgments in the State
and County set above, personally appeared James S. Cassel, known to me and known
by me to be the person who executed the foregoing Articles of Incorporation, and
he acknowledged before me that he executed those Articles of Incorporation.

     IN WITNESS  WHEREOF,  I have  hereunto  set my hand and affixed my official
seal, in the State and County aforesaid, this 26th day of February, 1988.


                                                      /s/ name unreadable
                                                       Notary Public,
                                                       State of Florida at Large

                                                        My Commission Expires:

                                                          ----------------
                                                  Notary public State of Florida
                                             My Commission Expires OCT. 15, 1990





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