ARTICLES OF INCORPORATION
                                    FOR
                      GOLDEN TRIANGLE INDUSTRIES, INC.

  KNOW ALL MEN BY THESE PRESENTS:

      THAT WE, KENNETH CARNAHAN, ANNE-MARIE H. KIEFER and JOANNE R.
  McELFRESH, desiring to associate ourselves together as a corporation under
  the name of Golden Triangle Industries, Inc., for the purposes of becoming
  a body corporate under and by virtue of the laws of the State of Colorado
  and, in accordance with the provisions of the laws of said State, do
  hereby make, execute and acknowledge this certificate in writing of our
  intention to become a body corporate, under and by virtue of said laws.

                                 ARTICLE I

              The corporate name of the corporation shall be:

                      Golden Triangle Industries, Inc.

                                 ARTICLE II

      The nature of the business and the objects and purses to be
  transacted, promoted and carried on are to do any or all of the things
  herein mentioned as fully and to the same extent as natural persons might
  or could do, and in any part of the world via:

      (a) To carry on any lawful business or businesses.

      (b) To manufacture, purchase or otherwise acquire and to hold, own
  mortgage or otherwise lien, pledge, lease, sell, assign, exchange,
  transfer or in any manner dispose of, and to invest, deal and trade in and
  with goods, wares, merchandise and personal property of any and every
  class and description, within or without the State of Colorado.

      (c) To acquire the goodwill, rights and property and to undertake the
  whole or any part of the assets and liabilities of any person, firm,
  association or corporation; to pay for the same in cash, the stock of the
  corporation, bonds or otherwise; to hold or in any manner dispose of the
  whole or any part of the property so purchased; to conduct in any lawful
  manner the whole or any part of any business so acquired and to exercise
  all the power necessary or convenient in and about the conduct and
  management of such business.

      (d) To guarantee, purchase or otherwise acquire, hold, sell, assign,
  transfer, mortgage, pledge or otherwise dispose of shares of the capital
  stock, bonds or other evidences of indebtedness created by other
  corporations and, while the holder of such stock, to exercise all the
  rights and privileges of ownership, including the right to vote thereon,
  to the same extent as a natural person might or could do.

      (e) To purchase or otherwise acquire, apply for, register, hold, use,
  sell or in any manner dispose of and to grant licenses or other rights in
  and in any manner deal with patents, inventions, improvements, processes,
  formulas, trademarks, trade names, rights and licenses secured under
  letters patent, copyright or otherwise.

      (f) To enter into, make and perform contracts of every kind for any
  lawful purpose, with any person, firm, association or corporation town,
  city, county, body politic, state, territory, government, colony or
  dependency thereof.

      (g) To borrow money for any of the purposes of the corporation and to
  draw, make, accept endorse, discount, execute, issue, sell, pledge or
  otherwise dispose of promissory notes, drafts, bills of exchange,
  warrants, bonds, debentures and other negotiable or non- negotiable,
  transferable or non-transferable instruments and evidences of
  indebtedness, and to secure the payment thereof and the interest thereon
  by mortgage or pledge, conveyance or assignment in trust of the whole or
  any part of the property of the corporation at the time owned or
  thereafter acquired.

      (h) To purchase, take, own, hold, deal in, mortgage or otherwise
  pledge, and to lease, sell, exchange, convey, transfer or in any manner
  whatever dispose of real property, within or without the State of
  Colorado.

      (i) To purchase, hold, sell and transfer the shares of its capital
  stock.

     (j) To have one or more offices and to conduct any or all operations
  and business and to promote its objects, within or without the State of
  Colorado, without restriction as to place or amount.

      (k) To do any or all of the things herein set forth as principal,
  agent, contractor, trustee, partner or otherwise, alone or in company with
  others.

      (l) The objects and purposes specified herein shall be regarded as
  independent objects and purposes and, except where otherwise exorcised,
  shall be in no way limited or restricted by reference to or inference from
  the terms of any other clause or paragraph of these Articles of
  Incorporation.

      (m) The foregoing shall be constructed both as objects and powers and
  the enumeration thereof shall not be held to limit or restrict in any
  manner the general powers conferred on this corporation by the laws of the
  State of Colorado.

                                ARTICLE III

      The authorized capital stock of the corporation is 100,000,000 shares
  of common stock $0.001 par value.  The capital stock, after the amount of
  the subscription price has been paid in, shall not be subject to
  assessment to pay the debts of the corporation.

      Any stock of the corporation may be issued for money, property,
  services rendered, labor done, cash advances for the corporation, or for
  any other assets of value in accordance with the action of the Board of
  Directors, whose judgment as to value received in return therefor shall be
  conclusive and said stock when issued shall be fully paid and non-
  assessable.

                                 ARTICLE IV

      The corporation shall have perpetual existence.

                                 ARTICLE V

      The number of directors of the corporation shall be not less than
  three.  The number of directors may be increased or decreased to not less
  than three at any time by resolution passed by a majority of the entire
  Board at any regular or special meeting of said Board. Each director shall
  hold office until the next annual meeting of shareholders and until
  his/her successor has been elected and qualified.  Directors need not be
  residents of the state of incorporation or shareholders of the
  corporation.

      The names and post office address of the incorporators are as follows:

                  Kenneth Carnahan        2511 Highland Avenue
                                          New Castle, Pennsylvania  16105

                  Anne-Marie H. Kiefer    1321 Bannock Street
                                          Denver, Colorado 80204

                  Joanne R. McElfresh     1321 Bannock Street
                                          Denver, Colorado 80204

      The names and post office addresses of the original Board of Directors
  are as follows:

                  Kenneth Carnahan        2511 Highland Avenue
                                          New Castle, Pennsylvania  16105

                  Anne-Marie H. Kiefer    2511 Highland Avenue
                                          New Castle, Pennsylvania  16105

                  Joanne R. McElfresh     1321 Bannock Street
                                          Denver, Colorado 80204

      In furtherance and not in limitation of the powers conferred by
  statute, the Board of Directors is expressly authorized:

     To manage and govern the corporation by majority vote of members
     present at any regular or special meeting at which a quorum shall be
     present.

     To make, alter, or amend the By-Laws of the corporation at any regular
     or special meeting

     To fix the amount to be reserved as working capital over and above its
     capital stock paid in, to authorize and cause to be executed mortgages
     and  liens upon the real and personal property of this corporation.

     To designate one or more committees, each committee to consist of two
     or more of the directors of the corporation, which, to the extent
     provided in the resolution or in the By- Laws of the corporation, shall
     have and may exercise the powers of the Board of Directors in the
     management of the business and affairs of the corporation.  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.

      The Board of Directors shall have the power and authority to sell,
  lease or exchange in part, and less than all, the property and assets of
  the corporation upon such terms and conditions as the Board of Directors
  deems expedient and for the best interests of the corporation without vote
  or consent of the stockholders.

      The Board of Directors shall have power and authority at any meeting
  to sell, lease or exchange all of the property and assets of the
  corporation, including its goodwill and its corporate franchises, upon
  such terms and conditions as its Board of Directors deems expedient and
  for the best interests of the corporation, provided such sale shall be
  authorized or ratified by the affirmative vote of stockholders holding
  stock entitling them to exercise at least two-thirds of the voting power
  at a stockholders' meeting called for that purpose, or when authorized or
  ratified by the written consent of the holders of at least two-thirds of
  the voting stock issued and outstanding.

      The Board of Directors may, from time to time, distribute to its
  stockholders, without the approval of the stockholders, in partial
  liquidation, out of stated capital or capital surplus of the corporation,
  a portion of its assets, in cash or property, so long as the partial
  liquidation is in compliance with Chapter 31, Article S, Section 11 of the
  Colorado Corporation Code.

                                 ARTICLE VI

      The following provisions are inserted for the management of the
  business and for the conduct of the affairs of the corporation, and the
  same are in furtherance of and not in limitation of the powers conferred
  by law:

      No contract or other transaction of the corporation with any other
  person, firm or corporation, or in which this corporation is interested,
  shall be affected or invalidated by (a) the fact that any one or more of
  the directors or officers of this corporation is interested in or is a
  director or officer of such other firm or corporation; or (b) the fact
  that any director or officer of this corporation, individually or jointly
  with others, may be a party to or may be interested in any such contract
  or transaction.  Each person who may become a director or officer of the
  corporation is hereby relieved from any liability that might otherwise
  arise by reason of his contracting with the corporation for the benefit of
  himself or any firm or corporation in which he may be in any way
  interested.

                                ARTICLE VII

      The Corporation shall indemnify, to the full extent permitted by law,
  any person who is or was a director, officer, agent fiduciary or employee
  of the Corporation against any claim, liability or expense arising against
  or incurred by such person as a result of actions reasonably taken by him
  at the direction of the Corporation.  The Corporation shall further have
  the authority, to the full extent permitted by law, to indemnify its
  directors, officers, agents, fiduciaries and employees against any claim,
  liability or expense arising against or incurred by them in all other
  circumstances and to maintain insurance providing such indemnification.

                                ARTICLE VIII

      The initial registered office of said corporation shall be located at
  1321 Bannock Street, City and County of Denver, State of Colorado, 80204,
  and the initial registered agent of the corporation shall be Albert
  Brenman, 1321 Bannock Street, City and County of Denver, State of
  Colorado, 80204.

      Part or all of the business of said corporation may be carried on in
  the City and County of Denver, or any other place in the State of Colorado
  or beyond the limits of the State of Colorado, in other states or
  territories of the United States and in foreign countries.

                                 ARTICLE IX

      Whenever a compromise or arrangement is proposed by the corporation
  between it and its creditors or any class of them, and/or between said
  corporation and its stockholders or any class of them, any court of
  equitable jurisdiction may, or the application in a summary way by said
  corporation, or by a majority of its stock, or on the application of any
  receiver or receivers appointed for said corporation, or on the
  application of trustees in dissolution, order a meeting of the creditors
  or class of creditors and/or of the stockholders or class of stockholders
  of said corporation, as the case may be, to be notified in such manner as
  the said court decides.  If a majority in number, representing at least
  three-fourths (3/4ths) in amount of the creditors or class of creditors,
  and/or the holders of the majority of the stock or class of stock of said
  corporation, as the case may be, agree to any compromise or arrangement
  and/or to any reorganization of said corporation, as a consequence of such
  compromise or arrangement, the said compromise or arrangement and/or the
  said reorganization shall, if sanctioned by the court to which the said
  application has been made, be binding upon all the creditors or class of
  creditors, and/or on all stockholders or class of stockholders of said
  corporation, as the case may be, and also on said corporation.

                                 ARTICLE X

      No stockholder in the corporation shall have the preemptive right to
  subscribe to any or all additional issues of stock and/or other securities
  of any or all classes of this corporation or securities convertible into
  stock or carrying stock purchase warrants, options or privileges.

                                 ARTICLE XI

      Meetings of stockholders may be held at such time and place as the By-
  Laws shall provide.  At all meetings of the shareholders, one-third of all
  shares entitled to vote shall constitute a quorum.

      An affirmative vote of over 50% of the issued and outstanding shares
  is required to approve changes in the Articles of Incorporation and for
  approval of a merger, consolidation, sale or disposition of all or
  substantially all of the assets and voluntary dissolution.

                                ARTICLE XII

      Cumulative voting shall not be allowed.

                                ARTICLE XIII

      The corporation reserves the right to amend, alter, change or repeal
  any provision contained in these Articles of Incorporation, in the manner
  now or hereafter prescribed by statute, or by these Articles of
  Incorporation, and all rights conferred upon the stockholders herein are
  granted subject to this reservation.

      IN TESTIMONY WHEREOF, We have hereunto set our hands and seals on this
  _____ day of ________, 1975.


                                          Kenneth Carnahan



                                          Anne-Marie H. Kiefer



                                          Joanne R. McElfresh


  STATE OF COLORADO               )
                                  )ss.
  CITY AND COUNTY OF DENVER       )

      Before me, a Notary Public, in and for the said County and State
  personally appeared Kenneth Carnahan, Anne-Marie H. Kiefer and Joanne R.
  McElfresh, each of whom being first duly sworn upon oath, deposes and
  says, each for himself or herself, that he or she is an incorporator of
  Golden Triangle Industries, Inc., and that he or she has read the
  foregoing Articles of Incorporation by him or her subscribed, and that the
  same are true and correct to the best of his or her knowledge and belief.

  _____ day of ________, 1975.
                                          Kenneth Carnahan



                                          Anne-Marie H. Kiefer



                                          Joanne R. McElfresh

      Subscribed and sworn to before me on this _____ day of ______________
  1975.

      My commission expires:



                             Notary Public