The Commonwealth of Massachusetts


                               JOHN F. X. DAVOREN
                          Secretary of the Commonwealth
                                   STATE HOUSE
                                  BOSTON, MASS.

                            ARTICLES OF ORGANIZATION
                             (Under G.I., Ch. 158B)
                                  Incorporators


        NAME POST OFFICE  ADDRESS  Include given name in full in case of natural
persons; in case of a corporation, give state of incorporation.


Richard M. Harter                                         One Federal Street
                                                          Boston, Mass. 02110

John H. Ashby                                             One Federal Street
                                                          Boston, Mass. 02110

        The above-named  incorporator(s)  do hereby associate  (themselves) with
the  intention of forming a  corporation  under the  provisions of General Laws,
Chapter 156B and hereby state(s)

1.      The name by which the corporation shall be know is:

                      I.G.E., Inc.


2. The purposes for which the corporation is formed are as follows:

(a)     To carry on the business of exploring  for and  developing,  extracting,
        refining and selling natural  resources,  such as oil, gas and minerals,
        and to license others to engage in such business.

(b)     To carry on any manufacturing,  mercantile, selling, management, service
        or other business,  operation or activity which may be lawfully  carried
        on by a corporation  organized under the Business Corporation Law of The
        Commonwealth of Massachusetts,  whether or not related to those referred
        to in the foregoing paragraph.

(c)     To carry on any  business,  operation  or  activity  through a wholly or
        partly owned subsidiary.

(d)     To carry on any  business,  operation  or  activity  referred  to in the
        foregoing paragraphs to the same extent as might an individual,  whether
        as  principal,  agent,  contractor  or otherwise and whether alone or as
        partner, joint venturer or otherwise with any corporation,  association,
        trust, firm or individual.

(e)     To carry on any business  permitted to  corporations  under General Laws
        Ch.  156B as now in effect or as  hereafter  amended,  or any  successor
        provision to such chapter.

<PAGE>


3.         The total  number of shares and the par value,  if any, of each class
           of stock which the corporation is authorized is as follows:

<TABLE>
<CAPTION>

        CLASS OF STOCK   WITHOUT PAR VALUE             WITH PAR VALUE
                         -----------------   -----------------------------------
                         NUMBER OF SHARES    NUMBER OF SHARES   PAR    AMOUNT
                                                               VALUE
        --------------   -----------------   ----------------  -----  ----------

<S>                            <C>              <C>            <C>     <C>
          Preferred            NONE                NONE

          Common               NONE             10,000,000     $0.01   $100,000
</TABLE>


4.         If more than one class is  authorized,  a description  of each of the
           different  classes of stock with,  if any,  the  preferences,  voting
           powers,  qualifications,  special or relative rights or privileges as
           to each class thereof and any series now established:


                      Not Applicable


5.         The  restrictions,  if any,  imposed by the Articles of  Organization
           upon the transfer of shares of stock of any class are as follow:


                      None


6.         Other lawful  provisions,  if any, for the conduct and  regulation of
           the  business  and  affairs  of the  corporation,  for its  voluntary
           dissolution,  or for limiting,  defining, or regulating the powers of
           the corporation, or of its directors or stockholders, or of any class
           of stockholders:


           (a) The directors  may make,  amend or repeal the by-laws in whole or
               in part,  except with respect to any  provision  thereof which by
               law or the by-laws requires action by the stockholders.

           (b) Meetings of  the stockholders  may be held anywhere in the United
               States.

<PAGE>

7.         By-laws of the corporation have been  duly  adopted  and the  initial
           directors,  president,  treasurer and clerk,  whose names are set out
           below, have been duly elected.

8.         The effective date of organization  of the  corporation  shall be the
           date of filing with the  Secretary  of the  Commonwealth  or if later
           date is desired,  specify date,  (not more than 30 days after date of
           filing.)

9.         The following  information  shall not for any purpose be treated as a
           permanent part of the Articles of Organization of the corporation.

           a.  The post office  address of the initial  principal  office of the
               corporation in Massachusetts is:

               P.O. Box 745,  Chatham, Mass.  02633


           b.  The  name,  residence,  and post  office  address  of each of the
               initial  directors and following  officers of the corporation are
               as follows:

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


                                    247 Washington St.
President:    Elisha C. Mowry       Duxbury, Mass              Same


                                    Stetson Cove Lane          PO Box 745
Treasurer:    James Mott Hallowell  Chatham, Mass.             Chatham, Mass.


                                    Stetson Cove Lane          PO Box 745
Clerk:        James Mott Hallowell  Chatham, Mass.             Chatham, Mass.


                                    247 Washington St.
Directors:    Elisha C. Mowry       Duxbury, Mass.             Same


                                    41 Waterman St.
              Bayard Ewing          Providence, R.I.           Same


                                    Chatham Rd.
              Axel B. Gravem        South Orleans, Mass.       Same


                                    Stetson Cove Lane          PO Box 745
              James Mott Hallowell  Chatham, Mass.             Chatham, Mass.


                                    7 Bonnydale Rd.            12 Main Street
              Richard H. Erickson   Leominster, Mass           Leominster, Mass.




c. The date initially adopted on which the corporation's fiscal year ends is:

                             Last day of February

d.             The date  initially  fixed in the by-laws  for annual  meeting of
               stockholders of the corporation is:

                             Second Wednesday in May

e.  The  name  and  business  address  of the  resident  agent,  if any,  of the
corporation is:

                             Not Applicable




IN  WITNESS  WHEREOF   and  under  the  penalties  of  perjury  the  above-named
INCORPORATOR(S)  sign(s) these Articles of Organization this eleventh day of May
1971.


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The signature of each incorporator which is not a natural person must  be  by an
individual  who shall show the capacity in which he  acts and  by signing  shall
represent under  the  penalties of  perjury that  he is duly  authorized  on its
behalf to sign these Articles of Organization.