ARTICLES OF INCORPORATION

                                       of

                              DENTMART GROUP, INC.

     I,  the undersigned  natural person,  of the age of eighteen years or more,
acting as an incorporator of a corporation under the Colorado  Corporation Code,
adopt the following Articles of Incorporation.

 1. The name of the corporation is:

                              DENTMART GROUP, INC.

 2. The duration: of the Corporation is perpetual.

 3. The  Corporation  is  organized for any legal and lawful purpose pursuant to
the Colorado Corporation Code.

 4. The aggregate  number  of  shares  which  the  Corporation  shall  have  the
authority to issue is:

     (a)  25,000,000 (Twenty-five Million) Shares of Common Stock having a value
          of $.O1 per shares; and

     (b)  2,000,000 (Two Million)  Shares of Preferred  Stock having a par value
          of $.01 per share,  such Preferred Stock being issuable in one or more
          series as hereafter provided.

     The preferences,  restrictions and qualifications  applicable to the Common
Stock and the Preferred Stock are as follows:


                              PART A - COMM0N STOCK

     Each holder of Common Stock shall be entitled to one vote for each share of
Such  stock  standing  in  his  name  on  the  books  of  the  Corporation.

     After the payment or declaration  and setting aside for payment of the full
cumulative  dividends  for  all prior and then current  dividend  periods on all
outstanding shares of Preferred Stock and after setting aside all stock purchase
funds or sinking funds  heretofore  required to be set aside with respect to the
Preferred  Stock,  dividends  on the Common Stock may be declared and paid,  but
only  when  and  as  determined  by  the  Board  of  Directors.

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     On any  dissolution,  liquidation or winding up of the  Corporation,  after
there  shall have been paid to or set aside for the  holders of all  outstanding
shares  of  preferred  Stock  the full  preferential  amount  to which  they are
respectively  entitled  to receive,  pro rata in  accordance  with the number of
shares of each class  outstanding,  all the remaining  assets of the Corporation
will be available for distribution to its shareholders.

     The  holders  of Common Stock will have no redemption or conversion rights.


                            PART B - PREFERRED STOCK

     The Board of Directors is expressly vested with the authority to divide any
Or  all of the Preferred Stock into series and to fix and determine the relative
rights and  preferences of the shares of each series so  established,  provided1
however,  that the rights and  preferences  of the various  series may vary only
with respect to:

     (a)  the rate of dividend;

     (b)  whether  the shares may be called  and,  if so, the call price and the
          terms and conditions of call;

     (c)  the  amount  payable  upon the  shares in the event of  voluntary  and
          involuntary liquidation;

     (d)  sinking fund  provisions,  if any, far the call or  redemption  of the
          shares;

     (e)  the terms and conditions, if any, on which the shares may be converted

     (f)  voting rights; and

     (g)  whether  the shares will be  cumulative,  noncumulative  or  partially
          cumulative  as to  dividends  and the dates from which any  cumulative
          dividends are to accumulate.

     The Board of Directors shall exercise the foregoing authority by adopting a
resolution setting forth the designation of each series and the number of shares
therein, and fixing and determining the relative rights and preferences thereof-
The  Board  of  Directors  may  make  any  change  in the  designations,  terms,
limitations or relative  rights or preferences of any series in the same manner,
so long as no shares of such series are outstanding at such time.

     Within the limits and restrictions, if any, stated in any resolution of the
Board of Directors originally fixing the number

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of shares  constituting  any series,  the Board of  Directors is  authorized  to
increase  or  decrease  (but not below the number of stares of such  series then
outstanding)  the  number  of shares of any  series  subsequent  to the issue of
shares of such  series.  In case the number of shares of any series  shall be so
decreased the share  constituting  such  decrease  shall resume the status which
they had prior to the adoption of the resolution originally fixing the number of
shares of such series.

 5. The shareholders shall not be entitled to cumulative voting.

 6. 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 for 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.

 7. The address of the initial registered office of the Corporation is 523 North
Nevada Avenue,  Colorado  Springs,  Colorado 80903,  and the name of the initial
registered agent is James A. Mundt.

 8. The address of the place of business of the Corporation  is 1701 Altivo Way,
Los Angeles, California 90025.

 9. The number of directors  of the  Corporation  shall be not less than  three;
except that there need be only as many directors as there are, or initially will
be, shareholders in the event that the outstanding shares are, or initially will
be, held of record by fewer than three shareholders.

     The number of directors  constituting the initial Board of Directors of the
Corporation  is two and the names and  addresses of the persons who are to serve
as  directors  until the first  annual  meeting of  shareholders  or until their
successors are elected and shall qualify are:

      NAME                                  ADDRESS
      ----                                  -------
Patrick C. Brooks                  1701 Altivo Way, Los Angeles,
                                   California 90026

Stephanie A. Brooks                1701 Altivo way1 Los Angeles,
                                   California 90026

10. The  shareholders  of the  Corporation  may take any  action  which they are
required or  permitted  to take  without a meeting on written  consent,  setting
forth the action so taken,  signed by all of the persons or entities entitled to
vote thereon.

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11.  A. Any  Business  Combination  Transaction  (as defined in Section  11.3(3)
below) shall require the affirmative  vote at the holders of at least 75% of the
voting  power of all of the  shares of  capital  stock of the  Corporation  then
entitled to vote  generally in the election of directors,  voting  together as a
single class. Such affirmative vote shall be required,  notwithstanding the fact
that no vote may be required,  or that a lesser percentage may be specified,  by
law or in any agreement with any national securities exchange or otherwise.

     B.   For the purposes of this Paragraph 11:

          (1)  "Affiliate"  of "Associate"  shall have the  respective  meanings
               ascribed  to such  terms in Rule 12b-2 of the  General  Rules and
               Regulations under the Securities Exchange Act of 1934, as amended
               (the "Exchange Act"), as in effect on December 31, 1985

          (2)  "Beneficial  owner" shall have the meaning  ascribed to such term
               in Rule  13d-3 of the  General  Rules and  Regulations  under the
               Exchange Act, as in effect on December 31, 1985

          (3)  "Business Combination Transaction" shall mean:

               (a)  any  merger or  consolidation  of  the  Corporation  or  any
                    Subsidiary  with  (i) an Interested  Stockholder or (ii) any
                    other   Person   (whether   or  not  itself  an   Interested
                    Stockholder) which is, or after such merger or consolidation
                    would be, an Affiliate or Associate of an  Interested  Stock
                    holder; or

               (b)  any sale, lease,  exchange,  mortgage,  pledge,  transfer or
                    other  disposition  (in  one  transaction  or  a  series  of
                    transactions)  to or with or proposed by or on behalf at, an
                    Interested  Stockholder  or an  Affiliate or Associate of an
                    Interested Stockholder,  of any assets of the Corporation or
                    any  Subsidiary  constituting  not less than 5% of the total
                    assets of the  Corporation as reported in the  consolidation
                    balance sheet of the  Corporation  as of the end of the most
                    recent  quarter with respect to which such balance sheet has
                    been prepared; or

               (c)  the  issuance  or  transfer  by  the   Corporation   or  any
                    Subsidiary (in one transaction or a series of  transactions)
                    of  any  securities of the Corporation or any Subsidiary to,
                    or

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                    proposed by or on behalf of an Interested  Stockholder or an
                    Affiliate  or  Associate  of an  Interested  Stockholder  in
                    exchange  for  cash,  securities  or  other  property  (or a
                    combination  thereof)  constituting  not less than 5% of the
                    total  assets  of  the   Corporation   as  reported  in  the
                    consolidated  balance sheet of the Corporation as of the end
                    of the most  recent  quarter  with  respect  to  which  such
                    balance sheet has been prepared; or

               (d)  the adoption of any plan or proposal for the  liquidation or
                    dissolution of the Corporation,  or any spin-off or split-up
                    of any kind of the Corporation or any  Subsidiary,  proposed
                    by or on behalf of an Interested Stockholder or an Affiliate
                    or Associate of an Interested Stockholder; or

               (e)  any  reclassification  of  securities (including any reverse
                    stock split), or recapitalization of the Corporation, or any
                    merger  or   consolidation   of  the  Corporation  with  any
                    Subsidiary or any other transaction  (whether or not with or
                    into or otherwise involving an Interested Stockholder) which
                    has the effect,  directly or  indirectly,  of increasing the
                    percentage  of the  outstanding  shares  of (i) any class of
                    equity  securities of the  Corporation  or any Subsidiary or
                    (ii)  any  class of  securities  of the  Corporation  or any
                    Subsidiary   convertible  into  equity   securities  of  the
                    Corporation or any Subsidiary,  represented by securities of
                    such class  which are  directly  or  indirectly  owned by an
                    Interested   Stockholder  and  all  of  its  Affiliates  and
                    Associates.

          (4)  "Continuing  Director"  means  (a) any  member  of the  Board  of
               Directors of the  Corporation  who (i) is neither the  Interested
               Stockholder involved in the Business  Combination  Transaction as
               to which a vote of  Continuing  Directors is provided  hereunder,
               nor an Affiliate,  Associate, employee, agent, or nominee of such
               Interested Stockholder,  or the relative of any of the foregoing,
               and  (ii)  was  a  member  of  the  Board  of  Directors  of  the
               Corporation  prior to the time that such  Interested  Stockholder
               became an  Interested  Stockholder,  and (b) any  successor  of a
               Continuing  Director  described  in clause (a) who is recommended
               or elected

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               to  succeed  a  continuing  Director by the affirmative vote of a
               majority of Continuing  Directors  then on the Board of Directors
               of the Corporation.

          (5)  "Fair  Market Value"  means:  (a)  in  the  case  of  stock,  the
               highest  closing sale price during the 3O-dEy period  immediately
               preceding  the date in  question  of a share of such stock on the
               composite Tape or, if such stock is not reported on the Composite
               Tape,  on the New York Stock  Exchange,  or, if such stock is not
               listed  on  such  Exchange,   in  the  principal   United  States
               securities  exchange  registered  under the Exchange Act on which
               such stock is listed, or, if such stock is not listed on any such
               exchange,  the highest  closing bid  quotation  with respect to a
               share of such stock during the 30-day  period  preceding the date
               in question on the National  Association  of Securities  Dealers,
               Inc.  Automated  Quotations  System  or  any similar  interdealer
               quotation  system  then  in use,  or,  if no  such  quotation  is
               available,  the fair  market  value on the date in  question of a
               share of such stock as determined by a majority or the Continuing
               Directors  in good faith;  and (b) in the case of property  other
               than cash or stock, the fair market value of such property on the
               date in question as  determined  by a majority of the  Continuing
               Directors in good faith.

          (6)  "Interested  Stockholder"  shall mean any Person  (other than the
               corporation  or  any  Subsidiary,   any  employee   benefit  plan
               maintained by the Corporation or any Subsidiary or any trustee or
               fiduciary  with  respect  to any such  plan  when  acting in such
               capacity) who or which:

               (a)  is or was at any time within the two-year period immediately
                    prior  to  the  date  in  question,  the  Beneficial  Owner,
                    directly or  indirectly,  of 10% or more of the voting power
                    of the then outstanding Voting Stock of the Corporation; or

               (b)  is an  Affiliate of the  Corporation  and at any time within
                    the  two-year  period  immediately  prior  to  the  date  in
                    question was the Beneficial  Owner,  directly or indirectly,
                    of 10% or more of the voting power of the outstanding Voting
                    Stock of the Corporation; or

               (c)  is  an  assignee  of,  or  has  otherwise  succeeded to, any
                    shares of Voting stock of the

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                    corporation  of  which  an  Interested  Stockholder  'as the
                    Beneficial Owner, directly or indirectly, at any time within
                    the  two-year  period  immediately  prior  to  the  date  in
                    question,  if  such  assignment  or  succession  shall  have
                    occurred  in the  course  of a  transaction,  or  series  of
                    transactions,  not  involving a public  offering  within the
                    meaning  of  the  Securities  Act  of  1933,  as  amended.

For the purpose of  determining  whether a Person is an Interested  Stockholder,
the outstanding Voting Stock of the Corporation shall include unissued shares of
Voting  Stock of the  Corporation  of which the  Interested  Stockholder  is the
Beneficial  Owner but shall not include any other  shares of Voting Stock of the
Corporation  which may be issuable  pursuant to any  agreement,  arrangement  or
understanding,  or upon exercise of conversion  rights,  warrants or ontions1 or
otherwise, to any Person who is not the Interested Stockholder

          (7)  A11 Person means any individual,  partnership, firm, corporation,
               association,  trust, unincorporated organization or other entity,
               as well as any syndicate or group deemed to be a person  pursuant
               to Section 14(d)(2) of the Exchange Act-

          (8)  "Subsidiary" means any corporation of which the Corporation owns,
               directly or indirectly,  (a) a majority of the outstanding shares
               of equity Securities of such corporation,  or (b) shares having a
               majority  of  the  voting  power   represented   by  all  of  the
               outstanding Voting Stock of such corporation.  For the purpose of
               determining   whether  a  corporation   is  a   Subsidiary,   the
               outstanding  Voting Stock and shares of equity securities thereof
               shall include  unissued  shares of which the  Corporation  is the
               Beneficial  Owner  but,  except  for the  purposes  of  Paragraph
               11.B(6), shall not include any other shares which may be issuable
               pursuant to any  agreement,  arrangement or under-  standing,  or
               upon the exercise of conversion rights,  warrants or options,  or
               otherwise, to any Person who is not the Corporation

          (9)  "Voting Stock" shall mean outstanding  shares of capital stock of
               the  relevant  corporation  entitled  to  vote  generally  in the
               election of directors.

     C.   The  provisions  of  Paragraph  1l.A  shall not be  applicable  to any
          particular  Business  Combination   Transaction,   and  such  Business
          combination Transaction shall require

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          only such  affirmative  vote of the  5bockholders,  if the  conditions
          specified in either of the following paragraphs (1) and (2) are met

          (1)  The Business Combination  Transaction shall have been approved by
               the affirmative  vote of a majority of the Continuing  Directors1
               even if the  Continuing  Directors do not  constitute a quorum of
               the entire Board of Directors

          (2)  All of the following conditions shall have been met

               (a)  With  respect  to each  share of each  class of  outstanding
                    Voting Stock of the  Corporation  (including  Common Stock),
                    the holder thereof shall be entitled to receive on or before
                    the date of the  consummation  of the  Business  Combination
                    Transaction   (the    'Consummation    Date"),    cash   and
                    consideration, in the form specified in paragraph 1l.C(2)(b)
                    hereof,  with  an  aggregate  Fair  Market  Value  as of the
                    Consummation  Date at  least  equal  to the  hiqhest  of the
                    following;

                    (i)  the  highest  per  share  price  (including   brokerage
                         commissions,  transfer  taxes and  soliciting  dealers'
                         fees) paid by the  Interested  Stockholder to which the
                         Business  Combination  Transaction  relates  or by  any
                         Affiliate  or  Associate  of  such  Interested   stock-
                         holder,  for any shares of such  class of Voting  Stock
                         acquired   by  it  (x)  within  the   two-year   period
                         immediately  prior to the first public  announcement of
                         the  proposal of the Business  Combination  Transaction
                         (the "Announcement  Date") or (y) in the transaction in
                         which it became an Interested Stockholder, whichever is
                         higher;

                    (ii) the Fair  Market  Value per share of such class  voting
                         Stock of the Corporation on the Announcement Date; and

                    (iii)the highest  preferential  amount per share, if any, to
                         which the  holders  of  shares of such  class of Voting
                         Stock of the  Corporation  are entitled in the event of
                         any voluntary or involuntary  liquidation,  dissolution
                         or winding up of the Corporation.

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               (b)  The  consideration to be received by holders of a particular
                    class  of  outstanding   Voting  Stock  of  the  corporation
                    (including   Common   Stock)  as   described   in  Paragraph
                    11.C(2)(a)  hereof shall be in cash or, if the consideration
                    previously   paid  by  or  on  behalf   of  the   Interested
                    Stockholder in connection with its acquisition of beneficial
                    ownership of shares of such class of Voting Stock consisted,
                    in whole or in part, of consideration  other than cash, then
                    in the same form as such consideration.  If such payment for
                    hares of any class of Voting  Stock of the  Corporation  has
                    been made in  varying  forms of  consideration,  the form of
                    consideration for such class of Voting Stock shall be either
                    cash or the form used to acquire the beneficial ownership of
                    the largest  number of shares of such class of Voting  Stock
                    previously acquired by the Interested Stock- holder

               (c)  After such  Interested  Stockholder has become an Interested
                    stockholder  and prior to the  Consummation  Date: (i) there
                    shall have been no failure to declare and pay at the regular
                    date therefor any full dividends (whether or not cumulative)
                    on the outstanding  Preferred Stock of the  Corporation,  if
                    any,  except  as  approved  by  the  affirmative  vote  of a
                    majority of the Continuing Directors;  (ii) there shall have
                    been (x) no reduction  in the annual rate of dividends  paid
                    on the Common Stock of the Corporation  (except as necessary
                    to reflect any  subdivision of the Common Stock),  except as
                    approved  by  the  affirmative  vote  of a  majority  of the
                    Continuing  Directors,  and (y) an  increase  in such annual
                    rate   of    dividends   as   necessary   to   reflect   any
                    reclassification   (including   any  reverse  stock  split),
                    recapitalization,  reorganization or any similar transaction
                    which has the effect of reducing  the number of  outstanding
                    shares  of  the  Common  Stock,  unless  the  failure  so to
                    increase  such annual  rate is  approved by the  affirmative
                    vote of a majority of the  Continuing  Directors;  and (iii)
                    such  Interested  Stockholder  shall  not  have  become  the
                    Beneficial Owner of any additional shares of Voting Stock of
                    the  Corporation  except  as part of the  transaction  which
                    results  in  such   Interested   Stockholder   becoming   an
                    Interested Stock-holder.

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               (d)  After such  Interested  Stockholder has become an interested
                    stockholder,  neither such  Interested  Stockholder  nor any
                    Affiliate  or  Associate  thereof  shall have  received  the
                    benefit,  directly or indirectly (except  proportionately as
                    shareholder  of the  Corporation)  of any  loans,  advances,
                    guarantees, pledges or other financial assistance or any tax
                    credits or other tax advantages provided by the Corporation

               (e)  A proxy or  information  statement  describing  the proposed
                    Business  Combination  Transaction  and  complying  with the
                    requirements  of the Exchange Act and the General  Rules and
                    Regulations   thereunder  (or  any   subsequent   provisions
                    replacing such Act, Rules or regulations) shall be mailed to
                    the  shareholders  of the Corporation at least 30 days prior
                    to the  Consummation  Date  (Either  or not  such  proxy  or
                    information  statement is required to be mailed  pursuant to
                    such Act or subsequent provisions thereof)

     D.   A majority of the Continuing  Directors  shall have the power and duty
          to  determine,  on the  basis  of  information  known  to  them  after
          reasonable inquiry,  all facts necessary to determine  compliance with
          this Paragraph 11, including, without limitation, (1) whether a Person
          is an interested stockholder, (2) the number of shares of Voting Stock
          of the  Corporation  beneficially  owned by any Person,  (3) whether a
          Person is an  Affiliate  or  Associate  of  another,  (4)  whether the
          requirements  of  Paragraph  l1.C(2) have been met with respect to any
          Business Combination Transaction, and (5) whether the assets which are
          the  subject of any  Business  Combination  Transaction  have,  or the
          consideration   to  be  received  for  the  issuance  or  transfer  of
          securities  by the  Corporation  or  any  Subsidiary  in any  Business
          Combination  Transaction  constitutes  not less  than 5% of the  total
          assets of the  Corporation  as  reported in the  consolidated  balance
          sheet of the Corporation as of the end of the most recent quarter with
          respect to which such balance sheet has been prepared.  The good faith
          determination  of a  majority  of the  Continuing  Directors  on  such
          matters shall be  conclusive  and binding for all the purposes of this
          Paragraph 11

     E.   Nothing  contained in this Paragraph shall be construed to relieve the
          members of the Board of Directors or an  interested  stockholder  from
          any  fiduciary  obligation  imposed by law. The fact that any Business
          Combination

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          Transaction  complies with the  provisions of Paragraph 11.c shall not
          be   construed   to  impose  any   fiduciary   duty,   obligation   or
          responsibility  on the Board of Directors,  or any member thereof,  to
          approve  such  Business  Combination   Transaction  or  recommend  its
          adoption or approval to the shareholders of the Corporation, nor shall
          such compliance  limit,  prohibit or otherwise  restrict In any manner
          the  Board of  Directors,  or any  member  thereof,  with  respect  to
          evaluations  of or actions and  responses  taken with  respect to such
          Business Combination Transactions

12.  In the  event the Board of  Directors  should  consist  of in excess of two
directors,  the Board of Directors shall be divided into three classes as nearly
equal in number as  possible.  The initial  terms of  directors  elected in 1991
shall expire as of the annual meeting of  shareholders  for the years  indicated
below:

          Class I Directors                             1994

          Class II Directors                            1993

          Class III Directors                           1992

Upon  expiration  of the initial  terms  specified  for each class of directors,
their  successors  shall be  elected  for a  three-year  term.  If the number of
directors is changed,  any increase or decrease shall be  apportioned  among the
classes so as to maintain or attain if  possible,  the equality of the number of
directors  in each  class,  but in no case  will a  decrease  in the  number  of
directors shorten the term of any incumbent  director.  If an equality in number
is not possible, the increase or decrease shall be apportioned among the classes
in such a way that the  difference in the number of directors in any two classes
shall not exceed one.

Any  vacancies  in the Board of Directors  for any reason and any newly  created
directorships  resulting  by reason of any  increase in the number of  directors
shall be filled by the Board of Directors, acting by a majority of the remaining
directors  then in office,  although  less than a quorum,  and any  directors so
chosen  shall hold  office  until the next  election of the class for which such
directors have been chosen arid until their successors are elected and qualified

A written ballot shall not be required for the election of directors  unless the
bylaws of' the Corporation so provide

13. A quorum of the Board of Directors of the  Corporation  shall consist of two
directors,  but in the event that the Board  should  consist of in excess of six
directors1 one-third of the directors in office shall constitute a quorum

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

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     (a)  To adopt,  amend or repeal the Bylaws of the  Corporation by vote of a
          majority  of the  members  of the Board of  Directors,  but any Bylaws
          adopted by The Board of  Directors  may be amended or  repealed by the
          shareholders of the Corporation

     (b)  To distribute to the  shareholders  of the  Corporation out of capital
          surplus  of the  Corporation  a  portion  of its  assets,  in  cash or
          property1 subject to the requirements of law, and such distribution is
          expressly permitted without the vote of the shareholders;

     (c)  To cause the Corporation to make purchases of its shares,  directly or
          indirectly,  to the  extent  of  unreserved  and  unrestricted  earned
          surplus available therefor, without the vote of the shareholders

     (d)  If at any time the  Corporation  has more than one class of authorized
          or outstanding  stock,  to pay dividends in shares of any class to the
          holders of shares of any class without the vote of the shareholders of
          the class in which the payment is to be made; and

     (e)  To take any  action  which  the  Board of  Directors  is  required  or
          permitted to take without a meeting by written consent,  setting forth
          the action so taken,  signed by all of the directors  entitled to vote
          thereon

15. In evaluating a Business Combination (as defined in Paragraph 11 above) or a
tender or exchange  transaction  and other  acquisition  proposal,  the Board of
Directors in determining  what is in the best interest of the  Corporation,  may
consider, among others, the following factors

     (a)  the financial  aspects of the offer,  the  long-term  interests of the
          Corporation1s shareholders, the present and historical market value of
          the  Corporation's  shares  and the  premiums  paid in other  relevant
          transactions,  the liquidation value of the  Corporation's  assets and
          component  operations,  the prospects of the Corporation,  and (to the
          extent  estimable)  its  stock  on a  going-  concern  basis  over the
          subsequent several years;

     (b)  the  prospects  for obtaining and methods of achieving a better offer,
          such as seeking other bids, pursuing negotiating strategies (which may
          include defensive tactics), and partial or total liquidation

     (c)  the  impact,  if the offer is partial or  two-tier,  on the  remaininq
          shareholders and on the -prospects of the Corporation in the event the
          offer is successful;

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     (d)  the value and investment  attributes of the noncash  consideration  if
          the offer involves consideration other than cash;

     (e)  the  potential of the offer (if partial of  two-tier),  including  the
          offeror's competence,  experience,  integrity, management,  reputation
          and financial condition;

     (f)  legal and  regulatory  matters,  or other  considerations  that  could
          impede or prevent considerations transaction consummation;

     (g)  the  effect  of  the  transaction  on  the   Corporation's   (and  its
          Subsidiaries')  customers,  including  policyholders,   suppliers  and
          employees; and

     (h)  1ocal community interests.

16. The  affirmative  vote of the holders of at least 75% of the voting power of
all of the shares of capital  stock of the  Corporation  then  entitled  to vote
generally in the election of directors, voting together as a single class, shall
be  required  to amend,  alter,  change or  repeal,  or adopt any  provision  or
provisions  inconsistent  with any  provision  of  Paragraphs  11,  12, 13 or 14
hereof,  unless such amendment,  alteration,  change,  repeal or adoption of any
inconsistent  provision  or  provisions  is declared  advisable  by the Board of
Directors by the  affirmative  vote of (A) three quarters of the entire Board of
Directors  and  (B) a  majority  of the  Continuing  Directors  (as  defined  in
Paragraph 11).

17. The name and address of the incorporator is as follows:

                  Name                        Address
                  ----                        -------
            Patrick C. Brooks            1701 Altivo Way
                                         Los Angeles, CA 90026

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     IN WITNESS WHEREOF,  the above named Incorporator  signed these ARTICLES OF
INCORPORATION on 15th January, 1991.


STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

     I, the  undersigned,  a notary  public1 hereby certify that on 15th January
1991, the above named Incorporator personally appeared before Me and being by me
first duly  sworn  declared  that he is the  person  who  signed  the  foregoing
document as Incorporator and that the statements therein contained are true.

     WITNESS my hand and official seal.

     My commission expires 
                           --------------------------------


                                   ------------------------------------
                                               Notary Public

     [Official Notary Public Seal]

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