--------------------
        SEAL
 SECRETARY OF STATE
  STATE OF NEVADA
   OCT 28, 1993
    No. 3333-93
--------------------


                            ARTICLES OF INCORPORATION
                           ===========================


KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned, have voluntarily associated ourselves together for the
purpose of forming a corporation  under and pursuant to the laws of the State of
Nevada, and we do hereby certify:

FIRST: The name of the corporation is: Mattress Showrooms Inc.

SECOND:  The  principal  office of the  corporation  is to be located at 4660 S.
Eastern Ave. Ste 102, Las Vegas, NV 89119,  City of Las Vegas,  County of Clark,
State of Nevada,  and that the Resident  Agent in charge  thereof is Vasquez and
Associates but the corporation may maintain an office at such towns,  cities and
places  outside the State of nevada as the Board of Directors  may, from time to
time, determine, or as may be designated by the laws of the corporation.

THIRD: That the purpose for which said corporation is formed,  and the nature of
the objects proposed to be transacted and carried by it are: Retail Mattress and
Furniture Sales, and to engage in any lawful activity or practice.

FOURTH:  The  total  authorized  capital  stock  of  the  corporation  shall  be
TWENTY-FIVE  HUNDRED  (2,500) Shares of class A Common Stock of the Par Value of
without par value, all of which shall be entitled to voting power.

FIFTH:  The members of the governing  board shall be styled  Directors,  and the
number of such Board of  Directors  shall not be less than two (2) nor more than
five (5), and the names and addresses of the first Board of Directors consisting
of members, are as follows:

         NAME                       POST OFFICE ADDRESS
         ----                       -------------------

    Nelson Vasquez              4660 S. Eastern Ave. Ste 103
                                Las Vegas, NV 89119






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SIXTH:  The  capital  stock  of  the  corporation,   after  the  amount  of  the
subscription  price  had  been  paid in  money,  property  or  services,  as the
Directors shall  determine,  shall not be subject to assessment to pay the debts
of the corporation, nor for any other purpose, and no stock issued as fully paid
up shall ever be  assessable,  or assessed,  and the  Articles of  Incorporation
shall not be amended in this particular.

SEVENTH:  Every stockholder of this corporation  shall, upon the sale of any new
stock of such corporation, of the same class as that which he already hold, have
the right to purchase his pro rate share of such new stock in proportion to this
shareholdings  at that time,  for such  amounts as may be  determined  to be the
offering price of the stock to either share holders or non-shareholders.

EIGHTH: The names and post office addresses of each of the
incorporators signing these Articles of Incorporation are as follows:

         NAME                       POST OFFICE ADDRESS
         ----                       -------------------

    Nelson Vasquez               4660 S. Eastern Ave. Ste 103
                                 Las Vegas, NV 89119


NINTH: The corporation shall have perpetual existence.

TENTH: The stockholders of the corporation shall not be individually  liable for
the debts or the  liabilities  of the  corporation,  except  that the  holder of
shares of stocks not fully paid shall be personally liable to the corporation in
amounts  not to exceed  the  amount  unpaid on the  shares  held by him,  at the
subscription  price,  then, and then only,  when there is a written  contract of
subscription of stock.

ELEVENTH:  The Board of Directors shall have the power and authority to make and
alter,  and amend the By Laws,  to fix the  amount  in each or  otherwise  to be
reserved  as  working  capital,  and to  authorize  and  cause  to be  executed,
mortgage,  and  other  liens  upon  property,  business  and  franchises  of the
corporation.

IN WITNESS WHEREOF,  the undersigned  incorporators have executed these Articles
of Incorporation this 26 day of October, 1993.

                                                   /s/ Nelson Vasquez
                                                   ------------------
---------------
NOTARY SEAL
STATE OF NEVADA
COUNTY OF CLARK
---------------






<PAGE>



--------------------
        SEAL
 SECRETARY OF STATE
   STATE OF NEVADA
    OCT 28, 1993
     No. 3333-93

--------------------


                            CERTIFICATE OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                           PRECIOUS METAL MINES, INC.


Pursuant  to the  applicable  provisions  of Chapter  78 of the  Nevada  General
Corporation Law, the undersigned  Corporation  adopts the following  Articles of
Amendment to its Articles of Incorporation by stating the following:

FIRST: The present name of the corporation is Precious Metal Mines, Inc.

SECOND:  The following  amendments to its Articles of Incorporation were adopted
by the shareholders of the Corporation on June 7, 1994 in the manner  prescribed
by Nevada law. Article No. 4 is amended as follows:

                                      No. 4
                                 CAPITALIZATION
                                 --------------

     The  total  authorized  capital  stock of this  corporation  shall be Fifty
     Million  (50,000,000)  shares of COMMON  STOCK,  each of which shares shall
     have the par value of ONE CENT ($.01), totaling $500,000.


THIRD: The number of shares of the Corporation  outstanding and entitled to vote
at the time of the adoption of said amendment was 411,255.




<PAGE>


FOURTH: The foregoing  Certificate of Amendment to the Articles of Incorporation
was first authorized by the Board of Directors and subsequently  duly adopted by
the stockholders in the written consent of the stockholders  holding majority of
outstanding stock etitled to vote therefor (329,000 shares or 80%).

Dated this 7th day of June, 1994.

                                                  PRECIOUS METALS MINES, INC.

                                                  By: /s/ Andrew W. Berney
                                                  -----------------------------
                                                   Andrew W. Berney
                                                   President

ATTEST:

/s/ Raymond M. Girard
----------------------
Raymond M. Girard
Secretary




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