AMENDED AND COMPILED

                            ARTICLES OF INCORPORATION

                                       OF

                            EMPLOYEE SOLUTIONS, INC.

                  The  undersigned,  for the  purpose of  forming a  corporation
under the laws of the State of Arizona,  hereby adopt the following  Articles of
Incorporation:

                                    ARTICLE I

                  Name.  The name of the corporation is EMPLOYEE SOLUTIONS, INC.

                                   ARTICLE II

                  Purpose.  The purpose for which this  Corporation is organized
is the transaction of any or all lawful business for which  corporations  may be
incorporated under the laws of the State of Arizona, as they may be amended from
time to time.

                                   ARTICLE III

                  Initial Business. The initial business of the Corporation will
be leasing employees to professional and non-professional business.

                                   ARTICLE IV

                  Initial  Place of Business.  The initial  place of business of
the Corporation shall be 3833 North 60th Place,  Scottsdale,  Arizona 85251, and
such other locations as the directors may from time to time determine.
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                                    ARTICLE V

                  Authorized  Capital.  The Corporation  shall have authority to
issue 85,000,000 shares, consisting of 75,000,000 shares of Common Stock, having
no par value (the "Common  Stock") and  10,000,000  shares of  preferred  stock,
having no par value (the "Preferred Stock").

                  Preferred Stock. The board of directors is authorized, subject
to limitations prescribed by law and these Articles of Incorporation, to provide
for the  issuance  of  shares  of  preferred  stock in  series,  and by filing a
certificate pursuant to the applicable law of the State of Arizona, to establish
from time to time the number of shares to be included in each such  series,  and
to fix the  designation,  powers,  preferences  and rights of the shares of each
such  series  and  the  qualifications,  limitations  or  restrictions  thereof,
including,  without  limitation,  any rights of such series with  respect to the
election of directors.

                                   ARTICLE VI

                  Number  of   Directors.   The  business  and  affairs  of  the
Corporation shall be managed by or under the direction of the Board of Directors
consisting of not less than one director nor more than nine directors, the exact
number of directors to be determined from time to time by resolution  adopted by
the Board of Directors.

                  Director Liability. A director of the Corporation shall not be
personally  liable to the Corporation or its  shareholders  for monetary damages
for any action taken or any failure to take any action as a director, except for
liability (i) for the
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amount of a financial  benefit  received by a director to which the  director is
not entitled (ii) for an  intentional  infliction of harm on the  Corporation or
the  shareholders,  (iii) for an intentional  violation of criminal law, or (iv)
for a violation of Section 10-833 of the Arizona  Business  Corporation  Act. If
the  Arizona  Business   Corporation  Act  is  amended  after  approval  by  the
shareholders of this Article to authorize  corporate action further  eliminating
or limiting  the  personal  liability  of  directors,  then the  liability  of a
director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Arizona Business Corporation Act, as so amended.

                  Any repeal or modification  of the foregoing  paragraph by the
shareholders  of the  Corporation  shall  not  adversely  affect  any  right  or
protection of a director of the Corporation  existing at the time of such repeal
or  modification.  No amendment  to the Arizona  Revised  Statutes  that further
limits the acts,  omissions or transactions for which  elimination or limitation
of liability is permitted  shall affect the liability of a director for any act,
omission  or  transaction  which  occurs  prior  to the  effective  date of such
amendment.

                                  ARTICLE VIII

                  Statutory Agent. The name and address of the initial statutory
agent of the corporation are KEYT & LAWLESS, P.A., 5353 North 16th Street, Suite
405, Phoenix, Arizona 85016.

                                   ARTICLE IX

                  [DELETED]
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                                    ARTICLE X

                  Special Meetings.  Special meetings of the shareholders of the
Corporation  for any purpose or  purposes  may be called at any time only by the
Chairman of the Board,  the Chief  Executive  Officer or the Board of Directors,
pursuant to a resolution approved by a majority of the whole Board of Directors,
or at the request in writing of shareholders owning 50% or more in amount of the
capital stock issued and outstanding and entitled to vote.  Special  meetings of
the  shareholders  may not be called by any other  person or  persons.  Business
transacted at any special  meeting of the  shareholders  shall be limited to the
purposes stated in the notice of such meeting.
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