--------------------
        SEAL
 SECRETARY OF STATE
  STATE OF NEVADA
   AUG 10, 1987
    No. 6117-87
--------------------


                            ARTICLES OF INCORPORATION
                                       OF
                           PRECIOUS METAL MINES, INC.
                           ===========================


We, the undersigned,  having  associated  ourselves  together for the purpose of
forming  a  corporation,  under  the  general  corporation  laws of the State of
Nevada, hereby certify

                                  No. I - Name

The name of the corporation shall be:

     PRECIOUS METAL MINES INC.

                                No. 2 - LOCATION

The principal office or place of business shall be located in Clark County at:

900 Brush street, Suite 413
Las Vegas, Nevada 89107

                                No. 3 - PURPOSE

The nature or object or purpose of the business of this corporation shall be:

     (a) To engage in any lawful  business  activity.

     (b) To borrow and/or land money with or without security.

     (C) To buy, or sell.  or trade in  commodities  of every  nature  including
securities,  notes, bonds,  mortgages,  agricultural products,  mining products,
minerals,  metals,  commodity futures contracts,  titles to or equities in land,
buildings,  mining claims, oil properties,  oil leases,  royalty interests,  and
options to buy or sell any or all of the foregoing.

     (d) To have and exercise all the rights,  powers, and privilegeds which are
now or which my hereafter be conferred  upon  corporations  organized  under the
same  statute as this  corporation;  and to have and  exercise  all such rights,
powers and  privileges as may be  necessary,  convenient or proper to effectuate
and accomplish the objectives and purposes  specified in this  certificate,  and
said specified objectives and purposes shall not limit or restrict in any manner
the powers of this corporation.



<PAGE>


                             No. 4 - CAPITALIZATION

The total authorized  capital stock of this  corporation  shall be SEVEN MILLION
FIVE HUNDRED THOUSAND  (7,500,000)  shares of COMMON STOCK, each of which shares
shall have the per value of ONE CENT ($0.01), totaling $75,000.00.

                            NO. 5 - GOVERNING BOARD

This corporation  shall be governed by at least three (3) directors and not more
than nine (9) directors,  and the following  three persons are hereby  appointed
directors to govern the affairs of this  corporation  from inception and for the
first year of its existence,  or until a stockholders' meeting is called for the
purpose of electing directors;

   Carman Ridland
   900 Brush Street, Suite 413
   Las Vegas, NV 89107

   Robert Reed
   2019 Santa Rita
   Las Vegas, NV 89104

   Don L. Davis
   3945 E. Carey
   Las Vegas, NV 89115


The directors  shall be elected at the annual meetings or any special meeting of
the  stockholders  called for the purpose of electing  directors,  the holder of
each share of stock of this corporation  shall have one vote and the majority of
the stock represented at the meeting, by the stockholders in person or by proxy,
shall decide:

     (1)the maximum number of directors to hold office for the ensuing term

     (2) the persons to hold such directorships

The Board of Directors, during a term, may decrease in number by the resignation
or death or one or more members,  but the maximum number of directors  cannot be
increased.  The majority of the surviving directors, in the case of a vacancy by
resignation  or death,  may  appoint a person or  persons  to fill a vacancy  or
vacancies.

                         No. 6 - ASSESSABILITY OF STOCK

The shares issued by this corporation, once the par value has been paid in full,
shall not be  assessable,  and any shares issued for services,  or property,  or
consideration  other  than  cash,  shall be  deemed  fully  paid up and shall be
forever nonassessable



<PAGE>



                           No. 7 -- TERM OF EXISTENCE

The term of existence of this corporation shall be perpetual.

                                NO. 8 - BY-LAWS

The directors  shall have power to make such By-Laws as they may deem proper for
the  management of the affairs of said  corporation  according to the statute in
such case made and provided.

                                 No. 9 - VOTING

Each  stockholder  will have one vote for each  share  registered  in his or her
name. Cumulative voting shall not be allowed.

                          No. 10 - SUBSCRIPTION RIGHTS

The stockholders of this corporation shall have no preferential  right or rights
to  subscribe  to  any  subsequent  issues  of the  authorized  shares  of  this
corporation,  unless  certain  rights  or  warrants  for a  specific  issue  are
authorized by the Board of Directors or the Stockholders.

                             No. 11 - INCORPORATORS

The names and addresses of the incorporators of this corporation are:

Carman Ridland, whose address is 900 Brush Street, Suite 413, Las
Vegas NV 89107; Joyce Davis, whose address is 2950 E. Flamingo Rd.
Suite G, Las Vegas, NV 89121 and Marlene Llorens, whose address is
2950 E. Flamingo Rd. suite G, Las Vegas, NV 89121.

IN  TESTIMONY  WHEREOF,  we  hereunto  set our hands and seals,  the 30th day of
April, 1987.

                                        /s/ Carman Ridland
                                        -----------------------


                                        /s/ Joyce Davis
                                        -----------------------


                                        /s/ Marlene Llorens
                                        -----------------------


---------------
NOTARY SEAL
STATE OF NEVADA
COUNTY OF CLARK
---------------



<PAGE>



------------------------
         FILED
 IN THE OFFICE OF THE
SECRETARY STATE OF THE
    STATE OF NEVADA
     MARCH 21, 1995
         6117-87
------------------------


                            CERTIFICATE Of AMENDMENT
                                       OF
                           ARTICLES OF INCORPORATION
                                       OF
                           PRECIOUS METAL MINES, INC.


The  undersigned,  being the President  and  Secretary of PRECIOUS  METAL MINES,
INC., a Nevada corporation (the "Corporation"), do hereby certify an follows:

     1. That on March 16, 1995, the Directors of the  Corporation,  by unanimous
consent,  adopted and consented to the adoption of  resolutions  setting forth a
proposed  amendment  to the Articles of  Incorporation  of the  Corporation,  as
hereinafter set forth, declaring the advisability thereof, and calling a meeting
of the  shareholders for the purpose of considering and voting upon the proposed
amendment.

     2. Said resolution  called for the following  amendment to said Articles of
incorporation:

RESOLVED, that the Articles of Incorporation of the Corporation shall be amended
by deleting Article No. 5 and replacing it with the following:


                                      No. 5

                                 GOVERNING BOARD

               Section  5.01 -- Style of  Governing  Board.  The  members of the
               governing board of the Corporation shall be styled Directors.

               Section 5.02 - Initial Board of  Directors.  The initial Board of
               Directors shall consist of three (3)members.

               Section 5.03 -- Names and  Addresses.  The names and addresses of
               the persons who are to serve as Directors  until the first annual
               meeting of the shareholders. or until their successors shall have
               been elected and qualified, are an follows:

                     Name                   Address
                     ----                   -------

                 Carmen Ridland          900 Brush Street, Suite 413
                                         Las Vegas, Nevada 89107

                 Robert Reed             2019 Santa Rita
                                         Las Vegas, Nevada 89104

                 Don L. Davis            3945 Carey
                                         Las Vegas, Nevada 89115



<PAGE>


          Section  5.04 -  Increase  or  Decrease  of  Directors.  The number of
          Directors of the  Corporation  may be increased or decreased from time
          to time as shall be provided by the By-laws of the Corporation.



     3. That on March 16, 1995, the  shareholders of the Corporation  holding at
least a majority  of the voting  power of the  Corporation,  by written  consent
given  pursuant to Section  78.32G  adopted and  consented  to the adoption of a
resolution setting forth the proposed amendment to the Articles of Incorporation
of the Corporation as hereinabove set forth.

     4. That the Articles of Incorporation of the Corporation are hereby amended
an set  forth  above  and the  undersigned  make this  certificate  pursuant  to
Sections 78.385 and 78.390 of the Nevada Revised Statutes.

     DATED:    March 16, 1995.

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

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


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