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                                                                    EXHIBIT 4.01


                           ARTICLES OF INCORPORATION

                                       OF

                             SUNLIGHT SYSTEMS, LTD.



KNOW ALL MEN BY THESE PRESENTS:

That the undersigned incorporator, being a natural person of the age of eighteen
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:  Sunlight Systems, Ltd.

                                   ARTICLE II

                               PERIOD OF DURATION


This corporation shall exist in perpetuity, from and after the date of filing
these Articles of Incorporation with the Secretary of State of the Sate 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 General Corporation Law.
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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 General Corporation Law.

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 Sate of Nevada.

                                   ARTICLE IV

                                 CAPITAL STOCK

The authorized capital of this Corporation shall be 50,000,000 shares allocated
as follows:  (A) The aggregate number of common shares which this corporation
shall have authority to issue is: 45,000,000 $0.0001 par value shares, which
shares shall be designated "Common Stock"; and (B) The aggregate number of
preferred shares which this corporation shall have authority to issue is
5,000,000 $0.0001 par value shares, which shares shall be designated "Preferred
Stock".

1.      Dividends.
        Dividends in cash, property, common stock or other securities of the
        corporation may be paid upon the Common or Preferred 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.

2.      Distribution in Liquidation.
        Upon any liquidation, dissolution of winding up of the corporation, and
        after payment or adequately providing for the payment of all its

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     obligations, the remainder of the assets of the corporation shall be
     distributed, either in cash or in kind, pro rata to the holders of the
     Common Stock.

3.   Voting Rights; Cumulative Voting.

     Each outstanding share of Common Stock shall be entitled to one vote and
     each fractional share of the Common Stock shall be entitled to a
     corresponding fractional vote on each matter submitted to a vote of
     shareholders.  One-third (1/3) of the Common Stock entitled to vote,
     represented in person or by proxy, shall constitute a quorum at a meeting
     of shareholders.  Cumulative voting shall not be allowed in the election of
     directors of the corporation.  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 Common Stock,
     of the Common Stock 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
     Common Stock or class or series thereof.  Except as otherwise provided by
     these Articles of Incorporation or the Nevada General Corporation Law, if a
     quorum is present, the affirmative vote of a majority of the Common Stock
     or Common Stock equivalent represented at the meeting and entitled to vote
     on the subject matter shall be the act of the shareholders.

4.   Denial of Preemptive Rights.

     No holder of any securities of the corporation, whether now or hereafter
     authorized, shall have any preemptive or preferential right to acquire any

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     securities of the corporation, including securities held in the treasury of
     the corporation.

5.   Preferred Stock.

     I.   Shares of Preferred Stock may be issued from time to time in one or
     more series, each such series to have distinctive serial designations, as
     shall hereafter be determined in the resolution or resolutions providing
     for the issue of such Preferred Stock from time to time adopted by the
     Board of Directors pursuant to authority so to do which is hereby vested in
     the Board of Directors, which resolutions shall be filed with the Secretary
     of State of the State of Nevada as required by law.

     II.   Each series of Preferred Stock

          A.   may have such number of shares;

          B.   may have such voting powers, full or limited, or may be without
          voting powers;

          C.   may be subject to redemption at such time or times and at such
          prices;

          D.   may be entitled to receive dividends (which may be cumulative or
          non-cumulative) at such rate or rates, on such conditions, from such
          date or dates, and at such times, and payable in preference to, or in
          such relation to, the dividends payable on any other class or classes
          or series of stock;

          E.   may have such rights upon the dissolution of, or upon any
          distribution of the assets of, the corporation;

          F.   may be made convertible into, or exchangeable for, shares of any
          other class or 

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          classes or of any other series of the same or any other
          class or classes of stock of the corporation at such price or prices
          or at such rates of exchange, and with such adjustments;

          G.   may be entitled to the benefit of a sinking fund or purchase fund
          to be applied to the purchase or redemption of shares of such series
          in such amount or amounts;

          H.   may be entitled to the benefit of conditions and restrictions
          upon the creation of indebtedness of this corporation or any
          subsidiary, upon the issue of any additional stock (including
          additional shares of such series or of any other series), and upon the
          payment of dividends or the making of other distributions on, and the
          purchase, redemption or other acquisition by this corporation or any
          subsidiary of any outstanding stock of this corporation; and

          I.   may have such other relative, participating, optional or other
          special rights, and qualifications, limitations or restrictions
          thereof;

     all as shall be stated in said resolution or resolutions providing for the
     issue of such Preferred Stock.  Except where otherwise set forth in the
     resolution or resolutions adopted by the Board of Directors providing for
     the issue of any series of Preferred Stock, the number of shares comprising
     such series may be increased or decreased (but not below the number of
     shares then outstanding) from time to time by like action of the Board of
     Directors.

     III.   Shares of any series of Preferred Stock which have been redeemed
     (whether through the operation of a sinking fund or otherwise) or 

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     purchased by the corporation, or which, if convertible or exchangeable,
     have been converted into or exchanged for shares of stock of any other
     class or classes shall have the status of authorized and unissued shares of
     Preferred Stock and may be reissued as a part of the series of which they
     were subject to the conditions or restrictions on issuance set forth in the
     resolution or resolutions adopted by the Board of Directors providing for
     the issue of any series of Preferred Stock and subject to any filing
     required by law.

                                   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 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:

     I.   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

     II.   The fact of such relationship or interest is disclosed or known to
     the shareholders entitled to vote and they authorize, approve, or ratify
     such 

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     contract or transaction by vote or written consent; or

     III.   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 officer,
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 

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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 shall indemnify its directors, officers, employees and agents to
the maximum extent and in accordance with the provisions of the Nevada General
Corporation Law, now existing or as hereinafter amended.

A unanimous vote of each class of securities of this corporation entitled to
vote shall be required to amend this article.

                                  ARTICLE VIII

                ELIMINATION AND LIMITATION OF PERSONAL LIABILITY


No director of the corporation shall have any personal liability to the
corporation or its shareholders for monetary damages, for breach of fiduciary
duty as a director except for:

     I.   Any breach of the director's duty of loyalty to the corporation or to
     its shareholders;

     II.   acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law;

     III.   acts specified in the Nevada General Corporation Law;

     IV.   or any transaction from which the director derived an improper
     personal benefit.

                                   ARTICLE IX

                                   AMENDMENTS


The corporation reserves the right to amend its Articles of Incorporation from
time to time in accordance with the Nevada General Corporation Law.

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                                   ARTICLE X

                        ADOPTION AND AMENDMENT OF BYLAWS

The initial Bylaws of the corporation shall be adopted by its Board of
Directors.  The power to alter or amend or repeal the Bylaws or adopt new Bylaws
shall be vested in the Board of Directors, but the holders of Common Stock may
also alter, amend or repeal the Bylaws or adopt new Bylaws.  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 XI

                     REGISTERED OFFICE AND REGISTERED AGENT

The address of the initial registered office of the corporation is 55 South
Center Street, Reno, Nevada, 89501, and the name of the initial registered agent
at such address is Alfred Osborne.  Either the registered office or the
registered agent may be changed in the manner permitted by law.

                                  ARTICLE XII

                           INITIAL BOARD OF DIRECTORS

The number of directors of the corporation shall be fixed by the Bylaws of the
corporation, except the initial Board of Directors shall consist of one
director.  The name and address of the person who shall serve as directors until
the first annual meeting of shareholders or until his, her or their successors
are elected and shall qualify are as follows:

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     Name                  Address
     ----                  -------
     Patricia E. Johnston  5222 South Holly
                           Greenwood Village, Colorado 80111



                                  ARTICLE XIII

                                  INCORPORATOR

The name and address of the incorporator is as follows:

     Name                  Address
     ----                  -------
     Paul H. Metzinger     3236 Jellison Street
                           Wheat Ridge, Colorado 80202
 

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IN WITNESS WHEREOF, the above named incorporator has signed these Articles of
Incorporation this 21st  day of June, 1996.

                         /s/ Paul H. Metzinger
                         ---------------------
                         Paul H. Metzinger


STATE OF COLORADO        )
                         )  ss.
COUNTY OF DENVER         )

I, Kristi J. Kampmann, a Notary Public, hereby certify that on the 21st day of
June, 1996, personally appeared before me, Paul H. Metzinger, who being by me
first duly sworn declared that she is the person who signed the foregoing
document as incorporator, and that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set may hand and seal on the date herein
before mentioned.

My commission expires:  April 18, 2000

(S E A L)
                         /s/ Kristi J. Kampmann
                         ----------------------
                         Kristi J. Kampmann

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