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                            ARTICLES OF INCORPORATION

                                       OF

                             SPHINX INDUSTRIES, INC.


Know all men by these presents;

That we the undersigned, have this day voluntarily associated ourselves together
for the purpose of forming a corporation under and pursuant to the provisions of
Nevada Revised Statutes 78.010. To Nevada Revised Statutes 78.090 inclusive,  as
amended, and certify that;


                                    ARTICLE I

The name of this corporation is Sphinx Industries, Inc. the name and post office
address of the incorporator signing the Articles of Incorporation is: Richard D.
Fritzler,  1800 E. Sahara Avenue,  Suite 107, Las Vegas,  Nevada 89104. The name
and address of the first member of the First Board of Directors  is:  Richard D.
Fritzler 1800 E. Sahara Avenue, Suite 107, Las Vegas, Nevada 89104.


                                   ARTICLE II

The  Resident  Agent of this  corporation  in Nevada  shall be Nevada  Corporate
Services located at 1800 E. Sahara Avenue,  Suite 107, Las Vegas,  Clark County,
Nevada 89104.  Offices for the  transaction of any business of the  Corporation,
and where meetings of the Board of Directors and of part of the State of Nevada,
or in any other state,  territory or possession of the United States of America,
or in any  foreign  country  as the Board of  Directors  may,  from time to time
determine.

                                   ARTICLE III

The nature of the business and the object and purpose to be transacted, prompted
or carried on by the Corporation is to conduct any lawful activity in accordance
with the Laws of the State of Nevada and the United States of America, including
but not limiting to the following;

         1) Shall have the rights,  privileges,  and powers as may be  conferred
upon a corporation by any existing law.

         2) May at any  time  such  rights,  privileges,  and  powers,  when not
inconsistent  with the  purpose  and  objects  for  which  this  corporation  is
organized.

         3) This corporation shall in any Court of Law.

         4) To sue or be sued in any Court of Law.



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         5) To make contracts.

         6) To hold,  purchase  and  convey  real  and  personal  estate  and to
mortgage or lease any such real and  personal  estate with its  franchises.  The
power to hold real and personal  estate shall include the power to take the same
by device or bequest in this state, or in any other state, territory or country.

         7)  To  appoint  such  officers  and  agents  as  the  affairs  of  the
Corporation shall require, and to allow them suitable compensation.

         8) To make By-Laws not  inconsistent  with the  Constitution or Laws of
the United States,  or of the States of Nevada,  for the management,  regulation
and  government  of its affairs and  property,  the  transfer of its stock,  the
transaction  of its  business,  and the  calling  and holding of meetings of its
Stockholders.

         9) To  wind up and  dissolve  itself,  or be  wound  up and  dissolved,
according to existing law.

         10) To adopt or use a  common  seal or  stamp,  and  alter  the same at
pleasure.  The  use of a seal  or  stamp  by the  Corporation  on any  corporate
document  is not  necessary.  The  Corporation  may  use a seal or  stamp  if it
desires,  but such use or nonuse shall not in any way affect the legality of the
document.

         11)  To  borrow  money  and  contract  debts  when  necessary  for  the
transaction  of its  business,  or for the  exercise  of its  corporate  rights,
privileges or franchises,  or for any other lawful purpose of its incorporation;
to issue  bonds,  promissory  notes,  bills of exchange,  debentures,  and other
obligations and evidences of indebtedness,  payable at a specific time or times,
or payable upon the happening of a specified event or events, whether secured by
mortgage,  pledge or other security,  or unsecured,  for money  borrowed,  or in
payment for property purchased, or acquired, or for any other lawful object.

         12) To guarantee, purchase, hold, take, obtain, receive, subscribe for,
own, use, dispose of, sell, exchange, lease, lend, assign, mortgage,  pledge, or
otherwise  acquire,  transfer  or deal in or with  bonds or  obligations  of, or
shares,  securities  or  interests  in or issued  by,  any  person,  government,
governmental agency or political subdivision of government,  and to exercise all
the rights,  powers and  privileges of ownership of such an interest,  including
the right to vote, if any.

         13) To  purchase,  hold,  sell and  transfer  shares of its own capital
stock,  and use  therefore  its  capital,  capital  surplus,  surplus,  or other
property or funds.

         14) To conduct business,  have one or more offices, and hold, purchase,
mortgage and convey real and personal  property in this state, and in any of the
several states, territories,  possessions and dependencies of the United States,
the District of Columbia, and any foreign countries.

         15) To do everything necessary and proper for the accomplishment of the
objects enumerated in its Articles of Incorporation, or in any amendment thereof
or necessary or incidental  to the  protection  and benefit of the  Corporation,
and, in general,  to carry on any lawful business necessary or incidental to the
attainment  of the objects of the  Corporation,  whether or not the  business is
similar in nature to the objects set forth in the Articles of Incorporation,  or
in any amendment therefore.

         16) To make  into  donations  for  public  welfare  or for  charitable,
scientific or educational purposes.



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         17) To enter into partnership,  general or limited,  or joint ventures,
in connection with any lawful activities.


                                   ARTICLE IV

The capital  stock of this  corporation  shall consist of  twenty-five  thousand
shares of common  stock  (25,000),  without  nominal or par value,  all of which
stock shall be entitled to voting power. The Corporation may issue the shares of
stock for such consideration as may be fixed by the Board of Directors.


                                    ARTICLE V

The  members  of the  governing  board  of  this  corporation  shall  be  styled
directors.  The Board of Directors shall consist of at least one (1) person. The
number of directors of this  corporation may, from time to time, be increased or
decreased  by an  amendment  to the  By-Laws  in that  regard  and  without  the
necessity of amending the Articles of Incorporation. A majority of the Directors
in  office,  present  at any  meeting of the Board of  Directors,  duly  called,
whether regular or special, shall always constitute a quorum for the transaction
of business, unless the By-Laws otherwise provide.


                                   ARTICLE VI

This  corporation  shall have a  president,  a  secretary,  a  treasurer,  and a
resident agent, to be chosen by the board of Directors,  any person may hold two
or more offices.


                                   ARTICLE VII

The capital stock of the Corporation,  after the fixed consideration thereof has
been paid or performed,  shall not be subject to assessment,  and the individual
Stockholders of this corporation shall not be individually  liable for the debts
and  liabilities of the  Corporation,  and the Articles of  Incorporation  shall
never be amended as to the aforesaid provisions.


                                  ARTICLE VIII

The Board of Directors is expressly authorized: (subject to the By-Laws, if any,
adopted by the Stockholders)

         1) To make, alter or amend the By-Laws of the Corporation.

         2) To fix the amount in cash or  otherwise,  to be  reserved as working
capital.

         3) To authorize  and cause to be executed  mortgages and liens upon the
property and franchises of the Corporation.

         4) To by  resolution or  resolutions  passed by a majority of the whole
board,  designate one or more  committees,  each  committee to consist of one or
more of the Directors of the  Corporation,  which, to the extent provided in the
resolution or resolutions or in the By-Laws of the  Corporation,  shall have and
may  exercise  the  power of the Board of  Directors  in the  management  of the
business and affairs of the  Corporation,  and may have power to  authorize  the
seal of the  Corporation  to be affixed  to all papers on which the  Corporation
desires to place a seal.  Such  committee or committees  shall have such name or
names as may be stated in the By-Laws of the Corporation or as may be determined
from time to time by resolution adopted by the Board of Directors.



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         5) To sell, lease or exchange all of its property and assets, including
its goodwill and its corporate franchises, upon such terms and conditions as the
board deems  expedient  and for the  interests of the  Corporation,  when and as
authorized  by the  affirmative  vote of the  Stockholders  holding stock in the
Corporation  entitling  them to exercise at least a majority of the voting power
given at a Stockholder meeting called for that purpose.


                                   ARTICLE IX

The Directors of this corporation need not be Stockholders.


                                    ARTICLE X

In the absence of fraud,  no contract or other  transactions  of the Corporation
shall  be  affected  by  the  fact  that  any of the  Directors  are in any  way
interested  in,  or  connected  with,  any  other  party  to  such  contract  or
transaction,  or are  themselves,  parties  to  such  contract  or  transaction,
provided  that this  interest in any such  contract or  transaction  of any such
director shall at any time be fully disclosed or otherwise known to the Board of
Directors,  and  each  and  every  person  who  may  become  a  director  of the
Corporation is hereby  relieved of any liability that might otherwise exist from
contracting  with the  Corporation  for the  benefit  of  himself  or any  firm,
association or corporation in which he may be in any way interested.


                                   ARTICLE XI

No  director or officer of the  Corporation  shall be  personally  liable to the
Corporation or any of its  Stockholders for damages for breach of fiduciary duty
as a director or officer  involving  any act or omission of any such director or
officer provided,  however,  that the foregoing provision shall not eliminate or
limit the liability of a director or officer for acts or omissions which involve
intentional  misconduct,  fraud or a knowing violation of law, or the payment of
dividends in violation of Section  78.300 of the Nevada  Revised  Statutes.  Any
repeal or  modification  of this Article by the  Stockholders of the Corporation
shall be prospective  only, and shall not adversely affect any limitation on the
personal  liability  of a director  or officer  of the  Corporation  for acts or
omissions prior to such repeal or modification.



                                   ARTICLE XII

Except  to the  extent  limited  or denied by  Nevada  Revised  Statutes  78.265
Shareholders shall have no preemptive right to acquire unissued shares, treasury
shares or securities convertible into such shares, of this corporation.


I, the undersigned, being the incorporator hereinbefore named for the purpose of
forming a corporation  pursuant to the general  corporation  law of the State of
Nevada, do make and file these Articles of  Incorporation,  hereby declaring and
certifying that the facts herein stated are true, and accordingly  have hereunto
set my hand.



                           original signature on file


State of Nevada   )
                  )ss
Clark County      )


On February 26, 1997 personally  appeared before me, the  undersigned,  a Notary
Public, Richard Fritzler, known to me the person whose name is subscribed to the
foregoing document and acknowledged to me that he executed the same.



                                    original signature and stamp on file
                                    ------------------------------------
                                               Notary Public






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                    CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
                                BY RESIDENT AGENT


         In the matter of Sphinx Industries, Inc.

Nevada Corporate Services, with address at:

1800 East Sahara Avenue, Suite 107, City of Las Vegas, County of Clark, State of
Nevada,  hereby  accept  appointment  as  resident  Agent of the  above-entitled
corporation in accordance with NRS 78.090.


         FURTHERMORE,  that the  principal  officer  in this State is located at
1800 East Sahara Avenue, Suite 107, City of Las Vegas, County of Clark, State of
Nevada,


         IN WITNESS WHEREOF, I have hereunto set my hand February 26, 1997.




                           original signature on file
                           --------------------------
                          For Nevada Corporate Services
                                 RESIDENT AGENT


State of Nevada )
                ) SS
County of Clark )


On February  26, 1997  personally  appeared,  before me the  undersigned  Notary
Public, Richard Fritzler,  known to me as the person whose name is subscribed to
the foregoing document, and acknowledged to me that he executed the same.



                      original signature and stamp on file
                      ------------------------------------