Exhibit 1
Form 10-KSB
Reddi Brake Supply Company, Inc.

F I L E D
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
July 13,1990

                     ARTICLES OF INCORPORATION
                                OF
                      FRANKLIN CAPITAL, INC.

      KNOW  ALL  MEN  BY  THESE  PRESENTS:  That  the  undersigned
incorporator being a natural person of the age of twenty-one years
or  more  and desiring to form a body corporate 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: Franklin Capital, Inc.

                            ARTICLE II
                        PERIOD OF DURATION

     The Corporation shall exist in perpetuity, from and after the
date  of filing these Articles of Incorporation with the Secretary
of State of the State of Nevada unless dissolved according to law.

                            ARTICLE III
                        PURPOSES AND POWERS

      1.    Purposes.  Except as restricted by these  Articles  of
Incorporation,  the Corporation is organized for  the  purpose  of
transacting  all  lawful business for which  corporations  may  be
incorporated pursuant to the Nevada Business Corporation Act.

      2.    General  Powers.      Except as  restricted  by  these
Articles  of  Incorporation, the Corporation shall  have  and  may
exercise  all  powers and rights which a corporation may  exercise
legally pursuant to the Nevada Business Corporation Act.

      3.    Issuance  of  Shares. The board of  directors  of  the
Corporation  may  divide  and issue any  class  of  stock  of  the
Corporation in series pursuant to a resolution properly filed with
the Secretary of State of the State of Nevada.

                                E-1
<PAGE>

                            ARTICLE IV
                           CAPITAL STOCK

      The  aggregate number of shares which this Corporation shall
have  authority  to  issue  is: Twenty Five  Million  (25,000,000)
shares  of $.0001 par value each, which shares shall be designated
"Common  Stock"; and Two Million Five Hundred Thousand (2,500,000)
shares  of $.0001 par value each, which shares shall be designated
"Preferred Stock" and which may be issued in one or more series at
the discretion of the Board of Directors. In establishing a series
the  Board of Directors shall give to it a distinctive designation
so  as  to distinguish it from the shares of all other series  and
classes,  shall fix the number of shares in such series,  and  the
preferences,  rights and restrictions thereof. All shares  of  any
one  series shall be alike in every particular except as otherwise
provided by these Articles of Incorporation or the Nevada Business
Corporation Act.

      1.    Dividends.     Dividends in cash, property  or  shares
shall  be  paid  upon  the  Preferred Stock  for  any  year  on  a
cumulative or noncumulative basis as determined by a resolution of
the  Board  of  Directors prior to the issuance of such  Preferred
Stock,  to  the  extent  earned surplus  for  each  such  year  is
available, in an amount as determined by a resolution of the Board
of  Directors. Such Preferred Stock dividends shall  be  paid  pro
rata to holders of Preferred Stock in any amount not less than nor
more  than the rate as determined by a resolution of the Board  of
Directors prior to the issuance of such Preferred Stock. No  other
dividend shall be paid on the Preferred Stock.

      Dividends in cash, property or shares of the Corporation may
be  paid upon the Common Stock, as and when declared by the  Board
of Directors, out of funds of the Corporation to the extent and in
the  manner permitted by law, except that no Common Stock dividend
shall  be paid for any year unless the holders of Preferred Stock,
if  any,  shall  receive  the  maximum allowable  Preferred  Stock
dividend for such year.

      2.    Distribution  in Liquidation.  Upon  any  liquidation,
dissolution or winding up of the Corporation, and after paying  or
adequately  providing for the payment of all its obligations,  the
remainder  of  the assets of the Corporation shall be distributed,
either  in cash or in kind, first pro rata to the holders  of  the
Preferred  Stock until an amount to be determined by a  resolution
of  the  Board  of Directors prior to issuance of  such  Preferred
Stock,  has  been distributed per share, and, then, the  remainder
pro rata to the holders of the Common Stock.

      3.    Redemption.    The Preferred Stock may be redeemed  in
whole  or  in part as determined by a resolution of the  Board  of
Directors  prior  to  the issuance of such Preferred  Stock,  upon
prior  notice  to  the holders of record of the  Preferred  Stock,
published,  mailed and given in such manner and form and  on  such
other  terms and conditions as may be prescribed by the Bylaws  or
by  resolution of the Board of Directors, by payment  in  cash  or
Common Stock for each share of the Preferred Stock to be redeemed,
as  determined by a resolution of the Board of Directors prior  to
the  issuance of such Preferred Stock. Common Stock used to redeem
Preferred  Stock shall be valued as determined by a resolution  of
the  Board  of  Directors prior to the issuance of such  Preferred
Stock.  Any rights to or arising from fractional shares  shall  be
treated  as rights to or arising from one share. No such  purchase
or  retirement  shall be made if the capital  of  the  Corporation
would be impaired thereby.

                                E-2
<PAGE>

      If  less than all the outstanding shares are to be redeemed,
such  redemption  may  be  made by lot  or  pro  rata  as  may  be
prescribed  by  resolution of the Board  of  Directors;  provided,
however, that the Board of Directors may alternatively invite from
shareholders offers to the Corporation of Preferred Stock at  less
than  an  amount to be determined by a resolution of the Board  of
Directors prior to issuance of such Preferred Stock, and when such
offers  are invited, the Board of Directors shall then be required
to  buy at the lowest price or prices offered, up to the amount to
be purchased.

      From and after the date fixed in any such notice as the date
of  redemption (unless default shall be made by the Corporation in
the  payment  of  the  redemption price) , all  dividends  on  the
Preferred  Stock  thereby  called for redemption  shall  cease  to
accrue  and  all rights of the holders thereof as stockholders  of
the Corporation, except the right to receive the redemption price,
shall cease and terminate.

      Any  purchase  by  the  Corporation of  the  shares  of  its
Preferred  Stock  shall not be made at prices in  excess  of  said
redemption price.

      4.    Voting  Rights; Cumulative Voting.   Each  outstanding
share  of  Common  Stock shall be entitled to one  vote  and  each
fractional  share  of  Common  Stock  shall  be  entitled   to   a
corresponding fractional vote on each matter submitted to  a  vote
of shareholders. A majority of the shares of Common Stock entitled
to  vote,  represented in person or by proxy, shall  constitute  a
quorum  at a meeting of shareholders. Except as otherwise provided
by   these  Articles  of  Incorporation  or  the  Nevada  Business
Corporation Act, if a quorum is present, the affirmative vote of a
majority of the shares represented at the meeting and entitled  to
vote  on  the subject matter shall be the act of the shareholders.
When,  with  respect to any action to be taken by shareholders  of
this  Corporation,  the  laws  of  Nevada  require  the  vote   or
concurrence  of  the  holders  of two-thirds  of  the  outstanding
shares, of the shares entitled to vote thereon, or of any class or
series, such action may be taken by the vote or concurrence  of  a
majority  of  such  shares or class or series thereof.  Cumulative
voting  shall not be allowed in the election of directors of  this
Corporation.

     Shares of Preferred Stock shall only be entitled to such vote
as  is  determined by the Board of Directors prior to the issuance
of such stock, except as required by law, in which case each share
of Preferred Stock shall be entitled to one vote.

     5.   Denial of Preemptive Rights.  No holder of any shares of
the  Corporation, whether now or hereafter authorized, shall  have
any  preemptive  or preferential right to acquire  any  shares  or
securities of the Corporation, including shares or securities held
in the treasury of the Corporation.

     6.   Conversion Rights.  Holders of shares of Preferred Stock
may be granted the right to convert such Preferred Stock to Common
Stock of the Corporation on such terms as may be determined by the
Board of Directors prior to issuance of such Preferred Stock.

                             ARTICLE V
              TRANSACTIONS WITH INTERESTED DIRECTORS

      No contract or other transaction between the Corporation and
one  or  more  of  its  directors or any other corporation,  firm,
association,  or entity in which one or more of its directors  are
directors

                                E-3
<PAGE>

or  officers or are financially interested shall be either void or
voidable solely because of such relationship or interest or solely
because such directors are present at the meeting of the board  of
directors  or  a committee thereof which authorizes, 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; or

           (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 VI
                       CORPORATE OPPORTUNITY

      The  officers, directors and other members of management  of
this  Corporation shall be subject to the doctrine  of  "corporate
opportunities"   only   insofar  as   it   applies   to   business
opportunities in which this Corporation has expressed an  interest
as  determined  from time to time by this Corporation's  board  of
directors   as   evidenced  by  resolutions   appearing   in   the
Corporation's minutes. Once such areas of interest are delineated,
all  such  business  opportunities within such areas  of  interest
which  come to the attention of the officers, directors, and other
members  of  management  of this Corporation  shall  be  disclosed
promptly  to this corporation and made available to it. The  board
of  directors may reject any business opportunity presented to  it
and thereafter any officer, director or other member of management
may  avail  himself of such opportunity. Until such time  as  this
Corporation,  through its board of directors,  has  designated  an
area  of  interest, the officers, directors and other  members  of
management  of  this Corporation shall be free to engage  in  such
areas  of interest on their own and this doctrine shall not  limit
the  rights of any officer, director or other member of management
of  this Corporation to continue a business existing prior to  the
time  that such area of interest is designated by the Corporation.
This  provision shall not be construed to release any employee  of
this  Corporation (other than an officer, director  or  member  of
management) from any duties which he may have to this Corporation.

                            ARTICLE VII
                          INDEMNIFICATION

       The   Corporation  may  indemnify  any  director,  officer,
employee,  fiduciary,  or  agent of the Corporation  to  the  full
extent  permitted  by the Nevada Business Corporation  Act  as  in
effect at the time of the conduct by such person.

                                E-4
<PAGE>

                           ARTICLE VIII
                            AMENDMENTS

      The Corporation reserves the right to amend its Articles  of
Incorporation  from  time to time in accordance  with  the  Nevada
Business Corporation Act.

                            ARTICLE IX
                 ADOPTION AND AMENDMENT OF BYLAWS

     The initial Bylaws of the Corporation shall be adopted by its
board  of directors. Subject to repeal or change by action of  the
shareholders,  the power to alter, amend or repeal the  Bylaws  or
adopt  new  Bylaws shall be vested in the board of directors.  The
Bylaws   may  contain  any  provisions  for  the  regulation   and
management of the affairs of the Corporation not inconsistent with
law or these Articles of Incorporation.

                             ARTICLE X
              REGISTERED OFFICE AND REGISTERED AGENT

       The  address  of  the  initial  registered  office  of  the
Corporation  is One East First Street, Reno, Nevada 89501,  Washoe
County,  Nevada,  and  the name of the registered  agent  at  such
address  is  The Corporation Trust Company of Nevada.  Either  the
registered  office or the registered agent may be changed  in  the
manner permitted by law.

                            ARTICLE XI
                    INITIAL BOARD OF DIRECTORS

      The number of directors of the Corporation shall be fixed by
the  Bylaws of the Corporation, and the number of directors of the
Corporation  may be changed from time to time by  consent  of  the
Corporation's  directors. The initial board of  directors  of  the
Corporation  shall  consist  of one (1)  director.  The  name  and
address of the person who shall serve as director until the  first
annual  meeting of shareholders and until his successor is elected
and  shall  qualify  are:  Earnest J. Mathis,  Jr.  ,  6160  South
Syracuse
Way, Suite 310, Englewood, CO 80111.

                            ARTICLE XII
                    LIMITATION OF LIABILITY OF
            DIRECTORS TO-CORPORATIONS AND SHAREHOLDERS

      No  director  shall  be  liable to the  Corporation  or  any
shareholder for monetary damages for breach of fiduciary duty as a
director, except for any matter in respect of which such  director
(a)  shall  be liable under Section 78.037 of the Nevada  Business
Corporation  Act or any amendment  thereto or successor  provision
thereto; (b) shall have breached the director's duty of loyalty to
the  Corporation or its shareholders; (c) shall have not acted  in
good  faith  or, in failing to act, shall not have acted  in  good
faith; (d) shall have acted or failed to act in a manner involving
intentional

                                E-5
<PAGE>

misconduct  or  a  knowing violation of law;  or  (e)  shall  have
derived  an  improper personal benefit. Neither the amendment  nor
repeal  of this Article, nor the adoption of any provision in  the
Articles  of  Incorporation inconsistent with this Article,  shall
eliminate or reduce the effect of this Article in respect  of  any
matter occurring prior to such amendment, repeal or adoption of an
inconsistent  provision.  This Article shall  apply  to  the  full
extent  now permitted by Nevada law or as may be permitted in  the
future  by changes or enactments in Nevada law, including  without
limitation  section 78.037 and/or the Nevada Business  Corporation
Act.

                           ARTICLE XIII
                           INCORPORATOR

      The name and address of the incorporator are: Jon D. Sawyer,
c/o  Wills & Sawyer, P.C., 511 16th Street, Suite 400, Denver,  CO
80202.

      IN  WITNESS WHEREOF, the above-named incorporator has signed
these Articles of Incorporation this 12th day of July, 1990.


                                        _________________________
                                        Jon O. Sawyer


STATE OF COLORADO   )
                    )    ss.
COUNTY OF DENVER    )


     On the 12th day of July, 1990, personally appeared before me,
a notary public, Jon D. Sawyer, who acknowledged before me that he
executed the foregoing Articles of Incorporation.

                                   My commission expires: 7/21/90

                                   ________________________
                                   Notary Public
                                   511 16th Street, Suits 400
                                   Denver, CO 80202

                                E-6
<PAGE>








F I L E D
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA


                     CERTIFICATE OF ACCEPTANCE
                 OF APPOINTMENT BY RESIDENT AGENT

     IN THE MATTER OF Franklin Capital, Inc. THE CORPORATION TRUST

COMPANY OF NEVADA hereby certifies that on the 12th day of July,

1990, it accepted the appointment as Resident Agent of the above

entitled corporation in accordance with Sec. 78.090, NRS 1957.

Furthermore, that the principal office in this State is located at

One East First Street, Town of Reno, County of Washoe, State of

Nevada.

     IN WITNESS WHEREOF, it has hereunto set its hand this 12th
day of July, 1990.

THE CORPORATION TRUST COMPANY OF NEVADA, Resident Agent



                    By:________________________________________
                                    Corinne M. Lude, Assistant
Secretary








SEC 78 Every corporation shall have a resident agent, who may be
either an individual or a corporation, resident of or located in
this state charge of its principal office. Every such resident
agent shall, within ten days after acceptance of an appointment as
such, file a certificate thereof in the office of the secretary of
state and a copy of such certificate in the office of the county
clerk of the county in which the principal office of the
corporation in the state be located.  The resident agent may be a
bank, or banking corporation, or other corporation located and
doing business in this state, and any such bank and any such
corporation, acting as such resident agent, shall have authority.

                                E-7
<PAGE>