[FILED IN THE OFFICE OF THE]
[SECRETARY OF STATE OF THE]
[STATE OF NEVADA]
[JUNE 29, 1998]
[No. C15324-98]
[Dean Heller, Secretary of State]




                      ARTICLES OF INCORPORATION
                                  OF
                        AMS ACQUISITION CORP.


     FIRST:    The name of the corporation is AMS Acquisition Corp.

     SECOND:   It's resident agent and registered office in the
State of Nevada is as follows: State Agent and Transfer Syndicate,
Inc. located at 318 N. Carson Street, Suite 214, Carson City, Nevada
 89701.

     THIRD:    This Corporation is authorized to issue two classes
of shares of stock to be designated as "Common Stock" and "Preferred
Stock".  The total number of shares of Common Stock which this
Corporation is authorized to issue is Ten Million (10,000,000)
shares, par value $0.001.  The total number of shares of Preferred
Stock which this Corporation is authorized to issue is One Million
(1,000,000) shares, par value $0.001.

           The shares of Preferred Stock may be issued from time to
time in one or more series.  The Board of Directors of the
Corporation (the "Board of Directors") is expressly authorized to
provide for the issue of all or any of the shares of the Preferred
Stock in one or more series, and to fix the number of shares and to
determine or alter for each such series, such voting powers, full or
limited, or no voting powers, and such designations, preferences,
and relative, participating, optional, or other rights and such
qualifications, limitations, or restrictions thereof, as shall be
stated and expressed in the resolution or resolutions adopted by the
Board of Directors providing for the issue of such shares (a
"Preferred Stock Designation") and as may be permitted by the
General Corporation Law of the State of Nevada.  The Board of
Directors is also expressly authorized to increase or decrease (but
not below the number of shares of such series then outstanding) the
number of shares of any series subsequent to the issue of shares of
that series.  In case the number of shares of any such series shall
be so decreased, the shares constituting such decrease shall resume
the status that they had prior to the adoption of the resolution
originally fixing the number of shares of such series.

       FOURTH: The governing body of this corporation shall be known
as directors, and the number of directors may from time to time be
increased or decreased in such manner as shall be provided by the
bylaws of the corporation.

       The names and addresses of the first board of directors which
shall consist of one (1) member are as follows:

                       Joseph Naughton
                       5681 Beach Boulevard, Suite 101
                       Buena Park, CA 90621
<PAGE>

       FIFTH:  The name and address of the incorporator signing the
Articles of Incorporation is as follows:

                       M. Richard Cutler
                       610 Newport Center Drive
                       Suite 800
                       Newport Beach, California 92660

       SIXTH:  The personal liability of the directors of the
corporation is hereby eliminated to the fullest extent permitted by
paragraph 1 of Section 78.037 of the General Corporation Law of the
State of Nevada, as the same may be amended and supplemented.

       SEVENTH:       The corporation shall, to the fullest extent
permitted by Section 78.751 of the General Corporation Law of the
State of Nevada, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have power to indemnify
under said section from and against any and all expenses,
liabilities, or other matters referred to in or covered by said
section.

       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, does make and file
these Articles of Incorporation, hereby declaring and certifying
that the facts herein stated are true, and accordingly have hereunto
set my hands this 29th day of June, 1998.





                                      /s/M. Richard Cutler, Incorporator


STATE OF CALIFORNIA    )
                       )      SS.
COUNTY OF ORANGE       )

        On this 29 day of June, 1998, before me, the undersigned
Notary Public, personally appeared M. Richard Cutler (or prove to me
on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within Instrument
and acknowledged to me that he executed the same in his authorized
capacity, and that by his signature on the instrument the person, or
the entity upon behalf of which the person acted, executed the
instrument.
        WITNESS my hand and official seal.



                                      /s/Kerry E. Fennell
                                      Notary Public

[KERRY E. FENNELL]
[Commission #1150186]
[Notary Public - California]
[Orange County]
[My Comm. Expires Sep 1, 2001]

<PAGE>


              CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
                          BY RESIDENT AGENT

       The undersigned, State Agent and Transfer Syndicate, Inc.,
hereby accepts the appointment as Resident Agent of the above named
corporation.


                       Resident Agent


Dated: 6-29-98         By: /s/John E. Block
                       State Agent & Transfer Syndicate, Inc.

[FILED IN THE OFFICE OF THE]
[SECRETARY OF STATE OF THE]
[STATE OF NEVADA]
[JUNE 29, 1998]
[No. C15324-98]
[Dean Heller, Secretary of State]