Exhibit 2.1

                                                               STATE OF DELAWARE
                                                              SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09-00 AM 05131/1994
                                                              944097585 -2407013


                          CERTIFICATE OF INCORPORATION

                                       OF

                          EXECUTIVE HELP Services, Inc.


     The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title B of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:

     FIRST: Tile name of the corporation (hereinafter, called the "Corporation")
is called Executive Help Services, Inc.

     SECOND: The address, including street, number, city, and county, of the
registered office of the corporation in the State of Delaware is 32 Loockerman
Square, Suite L-100, City of Dover, County of Kent; and the name of the
registered agent of the corporation in the State of Delaware at such address is
The Prentice-Hall Corporation System, Inc.

     THIRD: , The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

     FOURTH: : The total number of shares of stock which the corporation shall
have authority to issue is Twenty Million (20,000,000), all of which are of a
per value of x.00001 dollars each. All such share's are of one class and are
shares of Common stock.

     FIFTH: The name and the mailing address of the incorporator are as follows

            NAME                       ADDRESS
            ----                       -------
          J. Klein                 18200 Von Karman
                                   Suite 100C
                                   Irvine, California 92715

     SIXTH : The corporation is to have perpetual existence.
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     SEVENTH, Whenever a compromise or arrangement is proposed between this
corporation acid its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on, the
application of any receiver or receivers appointed for this corporation under
the provisions of ss. 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for this
corporation under the provisions of ss. 279 of Title 8 of the Delaware Code
order a meeting of the creditors -or class of creditors, and/or of the
stockholders or class of stockholders of this, corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing three fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
this corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application . has been made, be binding on all the
creditors or class of creditors, and/or ors all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

     EIGHTH: For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation, and
regulation of the powers of the corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided

          1. The management of the business and the conduct of
          the affairs of the corporation shall be vested in its
          Board of Directors. The number of directors which shall
          constitute the whole Board of Directors shall be fixed
          by, or in the manner provided in, the Bylaws. The
          phrase "whole Board" and the phrase "total number of
          directors" shall be deemed to have the same meaning, to
          wit, the total number of directors which the
          corporation would have if tyre were no vacancies. No
          election of directors need be by written ballot.

          2. After the original or other Bylaws the corporation
          have been adopted, amended, or repealed, as the case
          may be, in accordance with the provisions of ss. 109 of
          the General Corporation Law of the State of Delaware,
          and, after the corporation has received any payment for
          any of its stock, the power to adopt, amend, or repeal
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          the Bylaws of the corporation may be exercised by the
          Board of Directors of the corporation; provided,
          however, that any provision for the classification of
          directors of the corporation for staggered terms
          pursuant to the provisions of subsection (d) -of ss.
          141 of the General Corporation Law of the State of
          Delaware shall be set forth in an initial Bylaw or in a
          Bylaw adopted by the stockholders entitled to vote of
          the corporation unless provisions for such
          classification shall be set forth in this certificate
          of incorporation.

          3. Whenever the corporation shall be authorized to
          issue only one class of stock, each outstanding share
          shall entitle the holder thereof to notice of, and the
          right to vote at, any meeting of stockholders. Whenever
          the corporation shall be authorized to issue more than
          one class of stock, no outstanding share of any class
          of stock which is denied voting power under the
          provisions of the certificate of incorporation shall
          entitle the holder thereof to the right to vote at any
          meeting of stockholders except as the provisions of
          paragraph (2) of subsection (b) of ss. 242 of the
          General Corporation Law of the State of Delaware shall
          otherwise. require; provided, that no share of any such
          class which is otherwise denied voting power shall
          entitle the holder thereof to vote upon the Increase or
          decrease in the number of authorized shares of said
          class.

     NINTH, The personal liability of the directors of the corporation is hereby
eliminated to the fullest extent permitted by the provisions of paragraph (?) of
subsection (b) of ss. 102 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented,

     TENTH: The corporation shall, to the fullest extent permitted by the
provisions of ss. 145 of the General Corporation Law of the State of Delaware,
as the same may be amended and supplemented, indemnify any and all persons whom
it shall have power to indemnify under said section from and against any and all
of the expenses, liabilities, or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any Bylaw, agreement, vote of stockholders or disinterested directors or
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otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of the heirs, executors, and administrators of such a person.

     ELEVENTH: From time to time any of the provisions of this certifcate of
incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certifcate of incorporation are granted subject to the provisions of this
Article ELEVENTH.

DATED: May 27,1994

                                          /s/ J. Klein, Incorporator