Exhibit 3.1.1

                            ARTICLES OF INCORPORATION

                                       OF

                            IMPERIAL MANAGEMENT, INC.

KNOW ALL MEN BY THESE PRESENTS:

     That the  undersigned  incorporator,  being a natural  person of the age of
eighteen (18) years or more,  and desiring to form a corporation  under the laws
of the State of Nevada, does hereby sign, verify and deliver in duplicate to the
Secretary of State of the State of Nevada these ARTICLES OF INCORPORATION.

                                    ARTICLE I

                                      NAME

     The name of the corporation shall be Imperial Management, Inc.

                                   ARTICLE II

                               PERIOD OF DURATION

     This corporation shall exist perpetually unless dissolved according to law.

                                   ARTICLE III

                                     PURPOSE

     The purpose for which this  corporation  is  organized  is to transact  any
lawful  business  or  businesses  for  which  corporations  may be  incorporated
pursuant to the Nevada General Corporation Law,  including,  but not limited to,
that business or businesses  which shall be specified in writing by the board of
directors.

                                   ARTICLE IV

                                     CAPITAL

     The  aggregate  number of shares  which  this  corporation  shall  have the
authority  to issue is Fifty  Million  (50,000,000)  shares,  of which no shares
shall be preferred stock and Fifty Million  (50,000,000)  shares shall be common
stock  each with a par value of $.001 par  value per  share.  No share  shall be
issued  until  it  has  been  fully  paid  for,  and  it  shall   thereafter  be
nonassessable.

<PAGE>
                                    ARTICLE V

                                PREEMPTIVE RIGHTS

     A  shareholder  of the  corporation  shall not be entitled to a  preemptive
right to purchase,  subscribe for, or otherwise acquire any unissued or treasury
shares of  common  stock of the  corporation,  or any  options  or  warrants  to
purchase,  subscribe  for or  otherwise  acquire  any such  unissued or treasury
common  stock  shares,  or  any  shares,  bonds,  notes,  debentures,  or  other
securities  convertible  into or  carrying  options  or  warrants  to  purchase,
subscribe for or otherwise  acquire any such  unissued or treasury  common stock
shares.

                                   ARTICLE VI

                                CUMULATIVE VOTING

     The shareholders shall not be entitled to cumulative voting.

                                   ARTICLE VII

                           SHARE TRANSFER RESTRICTIONS

     The  corporation  shall  have the  right to  impose  restrictions  upon the
transfer  of any of its  authorized  shares or any  interest  therein  as may be
required by applicable federal, state or local statutes, or rules or regulations
promulgated thereunder. The board of directors is hereby authorized on behalf of
the  corporation  to  exercise  the  corporation's   right  to  so  impose  such
restrictions.

                                  ARTICLE VIII

                           REGISTERED OFFICE AND AGENT

     Its  principal  office  in the State of Nevada  is  located  at 115  Taurus
Circle,  Reno,  Nevada  89511.  The address of its resident  agent is 115 Taurus
Circle, Reno, Nevada 89511.

                                   ARTICLE IX

                           INITIAL BOARD OF DIRECTORS

     The initial board of directors of the corporation  shall consist of one (1)
directors,  and the names  and  addresses  of the  persons  who  shall  serve as
directors  until  the  first  annual  meeting  of  shareholders  or until  their
successors are elected and shall qualify are as follows:

             Name                                       Address

         Michael K. Hair                      4643 South Ulster, Suite 1480
                                              Denver, Colorado 80237

<PAGE>

     The number of directors  shall be fixed in accordance  with the bylaws.  So
long as the number of directors  shall be less than three (3), no shares of this
corporation may be issued and held of record by more shareholders than there are
directors.  Any shares issued in violation of this  paragraph  shall be null and
void.  This  provision  shall also  constitute a restriction  on the transfer of
shares and a legend shall be conspicuously placed on each certificate respecting
shares  preventing  transfer of the shares to more  shareholders  than there are
directors.

                                    ARTICLE X

                                 INDEMNIFICATION

     (A) The  Corporation  may  indemnify any person who was or is a party or is
threatened to be made a party to any threatened,  pending,  or completed action,
suit, or proceeding, whether civil, criminal,  administrative,  or investigative
(other than an action by or in the right of the  corporation),  by reason of the
fact that he is or was a director officer,  employee,  fiduciary or agent of the
corporation  or is or  was  serving  at the  request  of  the  corporation  as a
director,  officer,  employee,   fiduciary  or  agent  of  another  corporation,
partnership,  joint  venture,  trust,  or  other  enterprise,  against  expenses
(including  attorney  fees),  judgments,  fines,  and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit, or
proceeding,  if he acted in good faith and in a manner he reasonably believed to
be in the best  interests of the  corporation  and, with respect to any criminal
action or  proceeding,  had no  reasonable  cause to  believe  his  conduct  was
unlawful. The termination of any action, suit, or proceeding by judgment, order,
settlement,  or conviction or upon a plea of nolo  contendere or its  equivalent
shall not of itself  create a  presumption  that the  person did not act in good
faith and in a manner which he reasonably  believed to be in the best  interests
of the corporation  an, with respect to any criminal  action or proceeding,  had
reasonable cause to believe his conduct was unlawful.

     (B) The  corporation  may  indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee, fiduciary or
agent of the  corporation or is or was serving at the request of the corporation
as a director,  officer,  employee,  fiduciary or agent of another  corporation,
partnership,   joint  venture,   trust  or  other  enterprise  against  expenses
(including  attorney fees) actually and reasonably incurred by him in connection
with the defense or  settlement of such action or suit if he acted in good faith
and in a  manner  he  reasonably  believed  to be in the best  interests  of the
corporation;  but no  indemnification  shall be made in  respect  of any  claim,
issue,  or matter as to which  such  person has been  adjudged  to be liable for
negligence  or  misconduct  in the  performance  of his duty to the  corporation
unless  and only to the extent  that the court in which such  action or suit was
brought determines upon application that, despite the adjudication of liability,
but in  view of all  circumstances  of the  case,  such  person  is  fairly  and
reasonably  entitled to indemnification for such expenses which such court deems
proper.

     (C) To the extent that a director, officer, employee, fiduciary or agent of
a corporation has been successful on the merits in defense of any action,  suit,
or  proceeding  referred to in (A) or (B) of this Article X or in defense of any
claim,  issue,  or matter  therein,  he shall be  indemnified  against  expenses
(including  attorney fees) actually and reasonably incurred by him in connection
therewith.

<PAGE>

     (D) Any indemnification  under (A) or (B) of this Article X (unless ordered
by a court) and as  distinguished  from (C) of this Article shall be made by the
corporation  only as authorized in the specific case upon a  determination  that
indemnification of the director, officer, employee, fiduciary or agent is proper
in the circumstances  because he has met the applicable  standard of conduct set
for thin (A) or (B)  above.  Such  determination  shall be made by the  board of
directors by a majority  vote of a quorum  consisting  of directors who were not
parties  to such  action,  suit,  or  proceeding,  or,  if such a quorum  is not
obtainable or, even if  obtainable,  if a quorum of  disinterested  directors so
directs,  by  independent  legal  counsel  in  a  written  opinion,  or  by  the
shareholders.

     (E) Expenses  (including  attorney  fees)  incurred in defending a civil or
criminal  action,  suit, or proceeding may be paid by the corporation in advance
of the final  disposition  of such action,  suit, or proceeding as authorized in
(C) and (D) of this Article X upon receipt of an  undertaking by or on behalf of
the director, officer, employee,  fiduciary or agent to repay such amount unless
it is  ultimately  determined  that  he is  entitled  to be  indemnified  by the
corporation as authorized in this Article X.

     (F) The  indemnification  provided  by this  Article  X shall not be deemed
exclusive of any other rights to which those  indemnified  may be entitled under
any bylaw,  agreement,  vote of  shareholders  or  disinterested  directors,  or
otherwise,  and any procedure  provided for by any of the foregoing,  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,  fiduciary or agent and shall inure to the benefit
of heirs, executors, and administrators of such a person.

     (G) The  corporation  may purchase and maintain  insurance on behalf of any
person who is or was a director,  officer,  employee,  fiduciary or agent of the
corporation  or who is or was  serving at the  request of the  corporation  as a
director,  officer,  employee,   fiduciary  or  agent  of  another  corporation,
partnership,  joint venture,  trust, or other  enterprise  against any liability
asserted  against him and incurred by him in any such capacity or arising out of
his  status as such,  whether  or not the  corporation  would  have the power to
indemnify him against such liability under provisions of this Article X.

                                   ARTICLE XI

                       RESTRICTIONS ON PURCHASE OF SHARES

     This  corporation  shall  have the  right to  purchase,  take,  receive  or
otherwise acquire,  hold, own, pledge,  transfer or otherwise dispose of its own
shares in accordance with Nevada General Corporation Law.

<PAGE>

                                   ARTICLE XII

                        QUORUM AND ACTION OF SHAREHOLDERS

     One third (33.3%) of the shares entitled to vote,  represented in person or
by  proxy,  shall  constitute  a quorum  at a meeting  of  shareholders  and the
affirmative vote of a majority (50.1%) of the shares  represented at the meeting
and entitled to vote on the subject matter shall be the act of the shareholders.

                                  ARTICLE XIII

                              DIVIDEND RESTRICTIONS

     This  corporation may pay dividends in cash,  property,  or its own shares,
except when the  corporation  is  insolvent,  and subject to the  provisions  of
Nevada General Corporation Law.

                                   ARTICLE XIV

                     TRANSACTIONS WITH INTERESTED DIRECTORS

     No contract or other  transaction  between the  corporation  and one (1) or
more of its directors or officers or any other corporation,  firm,  association,
or entity in which one (1) or more of its directors of officers are directors or
officers or are financially  interested  shall be either void or voidable solely
because of such  relationship  or interest,  or solely because such directors or
officers  are  present at the meeting of the board of  directors  or a committee
thereof which authorized, approves, or ratifies such contract or transaction, or
solely because their votes are counted for such purpose if:

     (A) The fact of such  relationship or interest is disclosed or known to the
board of directors  or committee  which  authorizes,  approves,  or ratifies the
contract or transaction by a vote or consent  sufficient for the purpose without
counting the votes or consents of such interested directors;

     (B) The fact of such  relationship or interest is disclosed or known to the
shareholders  entitled  to vote and they  authorize,  approve,  or  ratify  such
contract or transaction by vote or written consent; or

     (C) The contract or transaction is fair and reasonable to the corporation.

     Common or interested  directors may be counted in determining  the presence
of a quorum at a meeting of the board of directors or a committee  thereof which
authorizes, approves, or ratifies such contract or transaction.

                                   ARTICLE XV

                             VOTING OF SHAREHOLDERS

     With respect to any action to be taken by shareholders of this corporation,
a vote or concurrence of the holders of a majority of the outstanding  shares of
the  shares  entitled  to vote  thereon,  or of any  class or  series,  shall be
required.

<PAGE>
                                   ARTICLE XVI

                                  INCORPORATOR

         The name and address of the incorporator is as follows:

         Michael K. Hair                         4643 South Ulster, Suite 1480
                                                 Denver, Colorado 80237

     IN WITNESS WHEREOF,  the above named incorporator  signed these ARTICLES OF
INCORPORATION on Imperial Management, Inc.

                                                  /s/ Michael K. Hair
                                                  ------------------------------
                                                  Michael K. Hair, Incorporator

STATE OF COLORADO        )
                         ) ss.
CITY AND COUNTY OF DENVER)

     I, the undersigned, a notary public, hereby certify that on March 26, 1986,
the above named incorporator personally appeared before me and being by me first
duly sworn  declared that he is the person who signed the foregoing  document as
incorporator, and that the statements therein contained are true.

         WITNESS my hand and official seal.

                                                      /s/ Ann M. Bedard
                                                      -----------------------
                                                          Notary Public


My Commission Expires:                              Notary Public Address:
      June 16, 1987                                 4643 So. Ulster St. #1480
------------------------------------                Denver, CO 80237
                                                    ---------------------------