ARTICLES OF INCORPORATION
                                       OF
                             NewBridge Capital Inc.
                                    * * * * *

     FIRST: The name of the corporation is NewBridge Capital Inc.

     SECOND: Its registered office in the State of Nevada is located at 4001
South Decatur Blvd., Las Vegas, Nevada 89103. The name of its resident agent at
that address is Fred Graves Luke.

     THIRD: The aggregate number of shares of all classes of stock, which the
Corporation shall have authority to issue is One Hundred Million (100,000,000)
of which Seventy Five Million (75,000,000) shares will be designated $.001 par
value common stock ("Common Stock"), and Twenty Five Million (25,000,000) shares
shall be designated $.001 par value preferred stock ("Preferred Stock"). Without
further authorization from the shareholders, the Board of Directors shall have
the authority to divide the Common Stock into separate classes or series with
such designations, preferences or other special rights, or qualifications,
limitations or restrictions thereof prior to issuance of the shares of such
series or class of Common Stock, and to forward or reverse split or divide into
separate classes or series such ssues shares of Common Stock without affecting
the total number of shares of Common Stock authorized hereby, and, further, to
divide and issue from time to time any or all of the Twenty Five Million
(25,000,000) shares of such Preferred Stock into one or more series with such
designations, preferences or other special rights, or qualification, limitations
or restrictions thereof, as may be designated by the Board of Directors, prior
to the issuance of such series, and the Board of Directors is hereby expressly
authorized to fix by resolution or resolutions only and without further action
or approval of the corporation's shareholders, prior to such issuance, such
designations, preferences and relative, participating, optional or other special
rights, or qualifications, limitations or restrictions, including, without
limitation the date and times at which, and the rate, if any, or rates at which
dividends on such series of Common Stock or Preferred Stock shall be paid;



                                        1
<PAGE>


the rights, if any, of the holders of such class or series of the Common Stock
or Preferred Stock to vote and the manner of voting, except as otherwise
provided by the law, the rights, if any, of the holders of shares of such class
or series of Common Stock or Preferred Stock to convert the same into, or
exchange the same for, other classes of stock of the Corporation, and the terms
and conditions for such conversion or exchange; the redemption price or prices
and the time at which, and the terms and conditions of which, the shares of such
class or series of Common Stock or Preferred Stock may be redeemed; the rights
of the holders of shares of such class or series of Common Stock or Preferred
Stock upon the voluntary or involuntary liquidation, distribution or sale of
assets, dissolution or winding up of the Corporation, and the terms of the
sinking fund or redemption or purchase account, if any, to be provided for such
class or series of Common Stock or Preferred Stock. The designations,
preferences, and relative, participating, optional or other special rights, the
qualifications, limitations or restrictions thereof, of each additional series,
if any, may differ from those of any and all other series already outstanding.
Further, the Board of Directors shall have the power to fix the number of shares
constituting any classes or series and thereafter to increase or decrease the
number of shares of any such class or series subsequent to the issue of shares
of that class or series but not above the number of shares of that class or
series then authorized.

     FOURTH: The governing Board of this Corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the by-laws of this
Corporation. The name and address of the first Board of Directors, which shall
be one (1) in number, is as follows:

        NAME                            ADDRESS
        Fred G. Luke                    4695 MacArthur Court, Suite 530
                                        Newport Beach, California 92660



                                        2
<PAGE>


     FIFTH: The name and address of the incorporator signing the Articles of
Incorporation is as follows:

        NAME                            ADDRESS
        Fred G. Luke                    4695 MacArthur Court, Suite 530
                                        Newport Beach, California 92660

     SIXTH: To the fullest extent permitted by Nevada Revised Statute 78.037 as
the same exists or may hereafter be amended, an officer or director of the
corporation shall not be personally liable to the corporation or its
stockholders for monetary damages due to breach of fiduciary duty as such
officer or director.

     SEVENTH: The purpose of this Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of Nevada.

     EIGHTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

     (1)  The Board of Directors shall have power without the assent or vote of
          the stockholders:

          (a)  To make, alter, amend, change, add to or repeal the by-laws of
               the Corporation; to fix and vary the amount of capital or shares
               of the Corporation's capital stock to be reserved or issued for
               any proper purpose; to authorize and cause to be executed
               mortgages and liens upon all or any part of the property of the
               Corporation; to determine the use and disposition of any surplus
               or net profits; and to fix the times for the declaration and
               payment of dividends.


                                        3
<PAGE>


          (b)  To determine from time to time whether, and to what times and
               places, and under what conditions the accounts and books of the
               Corporation (other than the stock ledger) or any of them, shall
               be open to the inspection of the stockholders.

     (2)  The directors in their discretion may submit any contract or act for
          approval or ratification at any annual meeting of the stockholders or
          any meeting of the stockholders called for the purpose of considering
          any such act or contract, and any contract or act that shall be
          approved or be ratified by the vote of the holders of a majority of
          the stock of the Corporation which is represented in person or by
          proxy at such meeting and entitled to vote thereat (provided that a
          lawful quorum of stockholders be there represented in person or by
          proxy) shall be as valid and as binding upon the Corporation and upon
          all the stockholders as though it has been approved or ratified by
          every stockholder of the Corporation, whether or not the contract or
          act would otherwise be open to legal attack because of directors'
          interest, or for any other reason.

     (3)  In addition to the powers and authorities hereinbefore or by statute
          expressly conferred upon them, the directors are hereby empowered to
          exercise all such powers and do all such acts and things as may be
          exercised or done by the Corporation; subject, nevertheless, to the
          provisions of the statutes of Nevada, of this certificate, and to any
          by-laws from time to time made by the stockholders; provided, however,
          that no by-laws so made shall invalidate any prior act of the
          directors which would have been valid if such by-law had not been
          made.

     (4)  The holders of one-third of the voting power of the shares entitled to
          vote at a meeting, represented either in person or by proxy, shall
          constitute a quorum for the transaction of business at any regular or
          special meeting of shareholders.

     (5)  Cumulative voting by the shareholders of this Corporation shall not be
          permitted in any election of directors.


                                        4
<PAGE>


     IN WITNESS WHEREOF, the undersigned, Fred G. Luke, for the purpose of
forming a corporation pursuant to the General Corporation Law of the State of
Nevada, does make and file these Articles of Incorporation, hereby declaring and
certifying that the facts herein stated are true; and accordingly I have
hereunto set my hand this 15th day of July, 1999.


                                     /s/ Fred G. Luke
                                         Fred G. Luke, President/Secretary


                                        5
<PAGE>

STATE OF CALIFORNIA                 )
                                    )
COUNTY OF ORANGE                    )



     I, Joni M. Sand , Notary Public hereby certify that on the 15th day of
July, 1999, personally appeared before me Fred G. Luke, who being by me first
duly sworn, declared that he is the person who signed the foregoing document as
Incorporator, and that the statement therein contained are true.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal this 15th day of
July, 1999.

     My commission expires October 29, 2001 .





                                        /s/ Joni M. Sand
                                            Notary Public





                    CERTIFICATE OF ACCEPTANCE OF APPOINTMENT

                                BY RESIDENT AGENT

     I, Fred Graves Luke, hereby accept the appointment as Resident Agent of the
above-named corporation.



DATE:                    July 15, 1999
          /s/ Fred G. Luke
              Fred Graves Luke


                                        6