[Filed on October 20, 1987]
[Secretary of State]
[State of Colorado]
                                 ARTICLES OF INCORPORATION

                                          of

                                  VALENCIA CAPITAL, INC.

The undersigned natural person, who is more than eighteen years of age,
hereby establishes a corporation (the "Corporation") under the provisions of
the Colorado Corporation Code (the "Code"), adopts these Articles of
Incorporation:

                                      ARTICLE 1

                                        Name

The corporate name of the Corporation shall be: VALENCIA CAPITAL, INC.

                                      ARTICLE 2
                              Registered Office and Agent

The address of the initial registered office of the Corporation is 420 S.
Howes, Street, Suite 200, Fort Collins, Colorado 80521, and the name of its
initial registered agent at such address is Kenneth C. Wolfe.

                                      ARTICLE 3

                                     Incorporator

The name and address of the INCORPORATOR of the Corporation is: Kenneth C.
Wolfe at 420 S. Howes Street, Suite 200, Fort Collins, Colorado 80521.

                                       ARTICLE 4
                                 Purposes and Powers

Section 3.01. Purposes. The Corporation shall have and may exercise all of
the rights, powers and privileges' now or- hereafter conferred upon
corporations organized under the laws of Colorado. In addition, the
Corporation may do everything necessary, suitable or proper for the
accomplishment of any of its purposes. The Corporation may conduct part or
all of

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its business in Colorado, other states of the United States or ,the world
and may hold, purchase, mortgage, lease and convey real and personal
property in any of such places.

Section 3.02. Powers. The Corporation, subject to any specific written
limitations or restrictions imposed by the Code or by these Articles of
Incorporation, shall have and exercise the following powers:

Clause (a) Statutory Powers. To have and exercise all the powers specified
in the Code;

Clause (b) Enter into Profit Sharing Arrangements and Partnerships. To enter
into any lawful arrangement for sharing profits, union of interest,
reciprocal association, or cooperative association with any domestic
corporation or foreign corporations, asscciatiods, partnerships,
individuals,', or other entities, and to enter into general or limited
partnerships;

Clause (c) Guaranties. To make any guaranty respecting stocks, dividends,
securities, indebtedness, interest, contracts, or other obligations created
by any domestic or foreign corporations, associations, partnerships,
individuals, or other entities;

Clause (d) Construction of Powers. Each of the foregoing clauses of this
section shall be construed as independent powers, and the matters expressed
in each clause shall not, unless otherwise expressly provided, be limited by
reference to, or inference from, the terms of any other clause. The
enumeration of specific powers shall not be construed as limiting or
restricting in any manner either the meaning of general terms used in any
of these clauses, or -the scope of the general powers of the Corporation
created by them; nor shall the expression of one thing in any of these
clauses be deemed to exclude another not expressed, although it be of like
nature.

Section 3.03. Carrying Out of Purposes and Exercise of Powers in Anv
Jurisdiction. The Corporation may carry out its purposes and exercise its
powers in any state, territory, district, or possession of the United
States, or in any foreign countrv, to the extent that these purposes and
powers are not forbidden by the law of the state, territory, district or
possession of the United States, or by the foreign country; and it may limit
the purpose or purposes that it proposes to carry out or the powers it
proposes to exercise in any application to do

<PAGE>

business in any state, territory, district, or possession of the United
States, or foreign country.

Section 3.04. Direction of Purposes and Exercise of Powers by Directors. The
Board of Directors, subject to any specific written limitations or
restrictions imposed by the Code or by these Articles of incorporation,
shall direct the carrying out of the purposes and exercise the powers of the
Corporation without previous authorization or subsequent approval by the
shareholders of the Corporation.

Section 3.05. Limiting Provision. Nothing contained in this Article shall be
construed to authorize the Corporation to engage in the business of banking
or insurance.

                                  ARTICLE 4
                                   Capital

Section 4.01. Number. The aggregate number of shares that the Corporation
shall have authority to issue is 100,000,000 shares of capital stock without
par value.

Section 4.02. Right to Fix Consideration for Shares. The directors of the
Corporation shall fix and determine the consideration to be received for
shares of the Corporation.

The Board of Directors is authorized to impose anv restriction on the sale,
pledge, transfer or other disposition of shares of the Corporation by the
shareholders which, in "the Board of Directors" sole discretion, is
necessary or desirable for the Corporation, including, but not limited to,
those: restrictions necessary to enable the Corporation to comply with state
or federal securities laws.

Section 4.03. Voting for Directors. Cumulative voting shall not be allowed
in the election of directors of the Corporation.

Section 4.04. Shares Not to be Divided Into Classes. The shares of the
Corporation are not to be divided, into classes.

Section 4.05. No shares Issued in Series. The Corporation is not authorized
to issue shares in series.

<PAGE>

                                    ARTICLE 5
                                Pre-emptive Right

No holder of any stock of the Corporation shall be entitled, as a matter of
right, to purchase, subscribe for or otherwise acquire any new or additional
shares of stock of the Corporation of any class, or any options or warrants
to purchase, subscribe for or otherwise acquire any such new or additional
shares, or any shares, bonds, notes, debentures or other securities
convertible into or carrying options or warrants to 'purchase, subscribe for
or otherwise acquire any such new or additional shares.

                                     ARTICLE 6
                           Provisions For Regulation of
                     The Internal Affairs of the Corporation

Section 6.01. Bylaws. The initial Bylaws shall be adopted by the Board of
Directors. The power to alter, amend, or repeal the Bylaws cr to adopt new
Bylaws shall be vested in the Board of Directors. The Bylaws may contain any
provisions for the regulation and management of the affairs of the
Corporation not inconsistent with the Code or these Articles of Incorporation.

Section 6.02. Transactions in Which Directors Have an Interest. Any contract
or other transaction between the Corporation and one or more of its
directors, or between the Corporation and any firm of which one or, more of
its directors are members or employees, or in which they are interested, or
between the Corporation and any corporation or association of which one or
more of its directors are shareholders, members, directors, officers, or
employees, or in which they are interested, shall be valid for all purposes,
notwithstanding the presence of the director or directors at the meeting of
the Board of Directors of the Corporation that acts upon, or in reference
to, the contract or transaction, and notwithstanding his or their
participation in the action if the fact of such interest shall be disclosed
or known to the Board of Directors and the Board of Directors shall,
nevertheless, authorize or ratify the contract or transaction,

<PAGE>

the interested director or directors to be counted in determining whether a
quorum is present and to be entitled to vote on such authorization or
ratification. This section shall not be construed to invalidate any contract
or other transaction that would otherwise be valid under the common and
statutory law applicable to it.

Section 6.03. Elimination of Certain Liability of Directors. A director of
the Corporation shall not be personally liable to the Corporation or its
shareholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's, duty of
loyalty to the Corporation or its shareholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under the Colorado Corporation Code, or (iv) for any
transaction from which the director derived an improper personal benefit.

Section 6.04. Indemnification and Insurance.

Clause (a). Right to Indemnification. Each person who was or is made a party
or is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil,  criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he, or a person of
whom he is the legal representative, is or was a director or officer, of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such proceeding
is alleged action in any official capacity as a director, officer, employee
or agent; or in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the Corporation
to the fullest extent authorized by the Code, as it exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent that
such amendment permits the Corporation to provide broader indemnification
rights than the law permitted the Corporation, to provide prior to such
amendment)  against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or
to be paid in settlement) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure
to the benefit of his heirs, representatives and administrators;

<PAGE>

provided, however, that, except as provided in Clause (b) the Corporation
shall indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such
proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation. The right to indemnification conferred in this Section shall be
a contract right and shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance of its
final disposition; provided, however, that, if the Code requires, the
payment oil such expenses incurred by a director or officer in his capacity
as a director or officer (and not in any other capacity in which service was
or is rendered by such person while a director or officer, including,
without limitation, service to an employee benefit plan) in advance of the
final disposition of a proceeding, shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it is ultimately determined that such
director or officer is not entitled to be indemnified under this Section or
otherwise. The Corporation may, by action of its Board of Directors, provide
indemnification to employees and agents of the Corporation with the same
scope and effect as the foregoing indemnification of directors and officers.

Clause (b). Right of Claimant to Bring Suit. If a claim under Clause (a) of
this Section is not paid in full by the Corporation within 30 days after a
written claim has been received by the Corporation, the claimant may at any
time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim and, if successful in whole or in part, the claimant
shall be entitled to be paid also the expense of prosecuting such claim. It
shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance
of its final disposition where the required undertaking, if any is required,
has been tendered to the Corporation) that the claimant has not met the
standards of conduct which make it permissible under the Code for the
Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation.  Neither the failure of
the Corporation (including its Board of Directors, independent legal
counsel, or its shareholders), that the claimant has not met such applicable
standard or conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.

Clause (c) . Nonexclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be exclusive of any
other right with any person may have or hereafter acquire

<PAGE>

under any statute, provision of the certificate of incorporation, bylaw,
agreement, vote of shareholders or disinterested directors or otherwise.

Clause (d). Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any such expenses liability or loss, whether or not
the Corporation would have the power to indemnify such person against such
expense, liability or loss under the Code.

Section 6.05. Removal of Directors. At a special meeting of the shareholders
called expressly for that purpose, directors may be removed. in the manner
provided in this section. The entire Board of Directors may be removed, with
or without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors. No director may be removed if
the votes cast against his removal would be sufficient to elect him if then
cumulatively voted at an election of the entire Board of Directors. No
director shall be entitled to receive notice of or a hearing with respect to
his removal.

Section 6.06. Compensation of Directors. The Board of Directors is
authorized to make provision for reasonable compensation to its members for
their services as directors and to fix the basis and conditions upon which
this compensation shall be paid. Any director may also serve the Corporation
in any other capacity and receive compensation therefor in any form.

                                    ARTICLE 7
                             Data Respecting Directors

Section 7.01. Board of Directors. The Board of Directors shall not be
required to be residents of the state of Colorado or shareholders of the
Corporation.

Section 7.02. Name and Address. The names and addresses of the persons who
are to serve as directors until the first annual

<PAGE>
meeting of the shareholders and until their successors have been elected
and qualified, follows:

John C. Power
9012 S. 47th Place
Phoenix, Arizona 85044

Stephen G. Calandrella
7150 Campus Dr., Suite 215
Colorado Springs, CO 80918

Eric Ratinoff
Webb Canyon Road
Claremont, California 91711

 Section 7.03. Increase or Decrease of Directors. The
number of directors shall be fixed in accordance with the bylaws.
The number of directors shall not be more than nine or less than
the number required by the Colorado Corporation Code, as amended.
No shares may be issued and held of record by more shareholders
than there are directors until there are at least three directors. Any
shares issued in violation of this paragraph shall be
null and void. This provision shall also constitute a restriction on the
transfer of shares.

DATED the 19th day of October, 1987.


/s/ Kenneth C. Wolfe
Incorporator