CERTIFICATE OF INCORPORATION
                                       OF
                              OWL INVESTMENT CORP.

                                    ARTICLE I

                                      NAME

         The name of the Corporation is Owl Investment Corp.

                                   ARTICLE II

                                    DURATION

         The Corporation is to have perpetual existence.

                                   ARTICLE III

                           REGISTERED OFFICE AND AGENT

         The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

                                   ARTICLE IV

                                    PURPOSES

         The nature of the business, or objects or purposes to be transacted,
promoted or carried on are:

         To engage in any lawful activity for which corporations may be
         organized under the General Corporation Law of Delaware, including, but
         not limited to, manufacturing, purchasing or otherwise acquiring,
         investing in, owning, mortgaging, pledging, selling, assigning and
         transferring or otherwise disposing of, trading, dealing in and dealing
         with goods, wares and merchandise and personal property of every class
         and description.

         To hold, purchase and convey real and personal estate and to mortgage
         or lease any such real and personal estate with its franchises and to
         take the same by devise or bequest.

         To acquire, and pay for in cash, stock or bonds of this Corporation or
         otherwise, the goodwill, rights, assets and property, and to undertake
         or assume the whole or any part of the obligations or liabilities of
         any person, firm, association or corporation.

         To acquire, hold, use, sell, assign, lease, grant license in respect
         of, mortgage, or otherwise dispose of letters patent of the United
         States or any foreign country, patent rights, licenses and privileges,
         inventions, improvements and processes, copyrights, trademarks and
         trade names, relating to or useful in connection with any business in
         this Corporation.

         To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge,
         or otherwise dispose of the shares of the capital stock or of any
         bonds, securities or evidences of the indebtedness created by any other
         corporation or corporations of this state, or any other state or
         government, and while owner of such stock, bonds, securities or
         evidences of indebtedness, to exercise all the rights, powers and
         privileges of ownership, including the right to vote, if any.

         To borrow money and contract debts when necessary for the transaction
         of its business, or for the exercise of its corporate rights,
         privileges or franchises, or for any other lawful purpose of its
         incorporation; to issue bonds, promissory notes, bills of exchange,
         debentures and other obligations and evidences of indebtedness, payable
         at specified time or times, or payable upon the happening of a
         specified event or events, whether secured by mortgage, pledge, or
         otherwise, or unsecured, for money borrowed, or in payment for property
         purchased, or acquired, or for any other lawful objects.

         To purchase, hold, sell and transfer shares of its own capital stock,
         and use therefor its capital, capital surplus, surplus or other
         property or funds; provided it shall not use its funds or property for
         the purchase of its own shares of capital stock when such use would
         cause any impairment of its capital; and provided further, that shares
         of its own capital stock belonging to it shall not be voted upon,
         directly or indirectly, nor counted as outstanding, for the purpose of
         computing any stockholders' quorum or vote.

         To conduct business, have one or more offices, and hold, purchase,
         mortgage and convey real and personal property in this state, and in
         any of the several states, territories, possessions and dependencies of
         the United States, the District of Columbia, and in any foreign
         countries.

         To do all and everything necessary and proper for the accomplishment of
         the objects hereinbefore enumerated or necessary or incidental to the
         protection and benefit of the Corporation, and, in general, to carry on
         any lawful business necessary or incidental to the attainment of the
         objects of the Corporation, whether or not such business is similar in
         nature to the objects hereinbefore set forth.

         The objects and purposes specified in the foregoing clauses shall,
         except where otherwise expressed, be in nowise limited or restricted by
         reference to, or inference from, the terms of any other clause in this
         Certificate of Incorporation, but the objects and purposes specified in
         each of the foregoing clauses of this article shall be regarded as
         independent businesses and purposes.

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                                    ARTICLE V

                            AUTHORIZED CAPITAL STOCK

         The amount of the total authorized capital stock of the Corporation is
Forty Thousand ($40,000) Dollars consisting of Thirty Five Million (35,000,000)
shares of common stock of the par value of one thousandth of one ($.001) Dollar
each and Five Million (5,000,000) shares of Preferred Stock of the par value of
one thousandth of one ($.001) Dollar each.

         The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, of the Preferred Stock
shall be as follows:

         1.   The Board of Directors is expressly authorized at any time, and
              from time to time, to provide for the issuance of shares of
              Preferred Stock in one or more series, with such voting powers,
              full or limited, number of votes per share, or without voting
              powers, and with such designations, preferences and relative,
              participating, optional or other special rights, and
              qualifications, limitations or restrictions thereof, as shall be
              stated and expressed in the resolution or resolutions providing
              for the issue thereof adopted by the Board of Directors, and as
              are not stated and expressed in this Certificate of Incorporation,
              or any amendment thereto, including (but without limiting the
              generality of the foregoing) the following:

              (a) the designation of and number of shares constituting such 
                  series;

              (b) the dividend rate of such series, the conditions and dates
                  upon which such dividends shall be payable, the preference or
                  relation which such dividends shall bear, to the dividends
                  payable on any other class or classes or of any other series
                  of capital stock, and whether such dividends shall be
                  cumulative or non-cumulative;

              (c) whether the shares of such series shall be subject to
                  redemption by the Corporation, and, if made subject to such
                  redemption, the times, prices and other terms and conditions
                  of such redemption;

              (d) the terms and amount of any sinking fund provided for the
                  purchase or redemption of the shares of such series;

              (e) whether or not the shares of such series shall be convertible
                  into or exchangeable for shares of any other class or classes
                  or of any other series of any class or classes of capital
                  stock of this Corporation, and, if provision be made for
                  conversion or exchange, the times, prices, adjustments, and
                  other terms and conditions of such conversion or exchange;

              (f) the extent, if any, to which the holders of the shares of such
                  series shall be entitled to vote as a class or otherwise with
                  respect to the election of the directors or otherwise;

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              (g) the restrictions, if any, on the issue or reissue of any
                  additional Preferred Stock; and

              (h) the rights of the holders of the shares of such series upon
                  the dissolution or, or upon the distribution of assets of, the
                  Corporation.

         2.   Except as otherwise required by law and except for such voting
              powers with respect to the election of directors or other matters
              as may be stated in the resolutions of the Board of Directors
              creating any series of Preferred Stock, the holders of any such
              series shall have no voting power whatsoever.

         No stockholder, as such, of the Corporation shall have any pre-emptive
or preferential right or entitlement to purchase, subscribed for, or acquire any
shares of capital stock of the Corporation or any security convertible into
shares of capital stock of the Corporation hereafter issued.

                                   ARTICLE VI

                                    DIRECTORS

         The name and mailing address of the persons who are to serve as a
director until the first annual meeting of the stockholders or until their
successor is elected and qualified, is as follows:

            Name                               Mailing Address

            A. W. Dugan                        1212 Main Street, Suite 1400
                                               Houston, Texas  77002

            Jacques N. York                    1212 Main Street, Suite 1400
                                               Houston, Texas  77002

            Paul V. Morris                     1212 Main Street, Suite 1400
                                               Houston, Texas  77002

                                   ARTICLE VII

                               NO ASSESSABLE STOCK

         The capital stock, after the amount of the subscription price or par
value has been paid in, shall not be subject to assessment to pay the debts of
the Corporation.

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                                  ARTICLE VIII

                                  INCORPORATORS

         The name and post office address of the incorporator signing the
Certificate of Incorporation is as follows:

            Name                                      Post Office Address

            Robert L. Sonfield, Jr., Esq.             Sonfield & Sonfield
                                                      1333 West Loop South
                                                      Houston, Texas  77027

                                   ARTICLE IX

                               POWERS OF DIRECTORS

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

         Subject to the By-Laws, if any, adopted by the stockholders, to make,
alter or amend the By-Laws of the Corporation.

         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 mortgage and liens
upon the real and personal property of this Corporation.

         By resolution passed by a majority of the whole board, to designate one
or more committees, each committee to consist of one 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,
and may authorize the seal of the Corporation to be affixed to all papers which
may require it. Such committee or committees shall have such name and 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.

         When and as authorized by the affirmative vote of stockholders holding
stock entitling them to exercise at least a majority of the voting power given
at a stockholders' meeting called for that purpose, or when authorized by the
written consent of the holders of at least a majority of the voting stock issued
and outstanding, 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 corporation franchises, upon such
terms and conditions as its Board of Directors deem expedient and for the best
interests of the Corporation.

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                                    ARTICLE X

                                    MEETINGS

         Meetings of stockholders may be held outside the State of Delaware, if
the By-Laws so provide. The books of the Corporation may be kept (subject to any
provision contained in the statutes) outside the State of Delaware at such place
or places as may be designated from time to time by the Board of Directors or in
the By-Laws of the Corporation.

                                   ARTICLE XI

                               LIABILITY INSURANCE

         1.   This Corporation may purchase and maintain insurance or make other
              financial arrangements on behalf of any person who is or was a
              director, officer, employee or agent of the Corporation, or is or
              was serving at the request of the Corporation as a director,
              officer, employee or agent of another corporation, partnership,
              joint venture, trust or other enterprise for any liability
              asserted against him and liability and expenses incurred by him in
              his capacity as a director, officer, employee or agent, or arising
              out of his status as such, whether or not the Corporation has the
              authority to indemnity him against such liability and expenses.

         2.   The other financial arrangements made by the Corporation pursuant
              to subsection 1 of this Article XI may include the following:

              (a) The creation of a trust fund.

              (b) The establishment of a program of self-insurance.

              (c) The securing of its obligation of indemnification by granting
                  a security interest or other lien on any assets of the
                  Corporation.

              (d) The establishment of a letter of credit, guaranty or surety.

         3.   Any insurance or other financial arrangements made on behalf of a
              person pursuant to this Article XIII may be provided by the
              Corporation or any other persons, approved by the Board of
              Directors, even if all or part of the other person's stock or
              other securities is owned by the Corporation.

         4.   In the absence of fraud:

              (a) The decision of the Board of Directors as to the propriety of
                  the terms and conditions of any insurance or other financial
                  arrangement made pursuant to this Article XI may be provided
                  by the Corporation or any other person approved by the Board
                  of Directors, even if all or part of the other person's stock
                  or other securities is owned by the Corporation.
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              (b) The insurance or other financial arrangement;

                  (1) Is not void or voidable; and

                  (2) Does not subject any director approving it to personal
                      liability for his action, even if a director approving the
                      insurance or other financial arrangement is a beneficiary
                      of the insurance or other financial arrangement.

                                   ARTICLE XII

                        LIMITATION OF PERSONAL LIABILITY

         No director of the Corporation shall be personally liable to the
Corporation or any stockholder of the Corporation for monetary damages for
breach of fiduciary duty as a director, except for any matter in respect of
which such director shall be liable under Section 174 of Title 8 of the Delaware
Code (relating to the Delaware General Corporation Law) or any amendment thereto
or successor provisions thereto; nor shall any director of the Corporation be
liable by reason that, in addition to any and all other requirements for such
liability he (i) shall have breached his duty of loyalty to the Corporation or
its stockholders, (ii) shall not have acted in good faith or, in failing to act,
shall not have acted in good faith, (iii) shall have acted in a manner involving
intentional misconduct or a knowing violation of law, or (iv) shall have derived
an improper personal benefit. Neither the amendment nor repeal of this Article
XII, nor the adoption of any provision of the certificate of incorporation of
the Corporation inconsistent with this Article XII, shall eliminate or reduce
the effect of this Article XII in respect of any act or failure to act, or any
cause of action, suit or claim that, but for this Article XII would accrue or
arise prior to any amendment, repeal or adoption of such an inconsistent
provision.

                                  ARTICLE XIII

                          INDEMNIFICATION OF DIRECTORS

         1.   This Corporation may indemnify any person who was or is a party or
              is threatened to be made a party to any threatened, pending or
              completed action, suit or proceeding, whether civil, criminal,
              administrative or investigative, except an action by or in the
              right of the Corporation, by reason of the fact that he is or was
              a director, officer, employee or agent of the Corporation, or is
              or was serving at the request of the Corporation as a director,
              officer, employee or agent of another corporation, partnership,
              joint venture, trust or other enterprises, against expenses,
              including attorney's fees, judgments, fines and amounts paid in
              settlement actually and reasonably incurred by him in connection
              with the action, suit or proceeding if he acted in good faith and
              in a manner which he reasonably believed to be in or not opposed
              to the best interests of the Corporation, and with respect to any
              criminal action or proceeding, had no reasonable cause to believe
              his conduct was unlawful. The termination of any action, suit or
              proceeding by judgment, order, settlement,



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              conviction, or upon a plea of nolo contendere or its equivalent,
              does not, of itself, create a presumption that the person did not
              act in good faith and in a manner which he reasonably believed to
              be in or not opposed to the best interests of the Corporation, and
              that, with respect to any criminal action or proceeding, he had
              reasonable cause to believe that his conduct was unlawful.

         2.   This Corporation may also indemnify any person who was or is a
              party or is threatened to be made a party to any threatened,
              pending or completed action or suit by or in the right of the
              Corporation to procure a judgment in its favor by reason of the
              fact that he is or was a director, officer, employee or agent of
              the Corporation, or is or was serving at the request of the
              Corporation as a director, officer, employee or agent of another
              corporation, partnership, joint venture, trust or other enterprise
              against expenses, including amounts paid in settlement and
              attorneys' fees actually and reasonably incurred by him in
              connection with the defense or settlement of the action or suit if
              he acted in good faith and in a manner which he reasonably
              believed to be in or not opposed to the best interests of the
              Corporation.

              Indemnification may not be made for any claim, issue or matter as
              to which such a person has been adjudged by a court of competent
              jurisdiction, after exhaustion of all appeals therefrom, to be
              liable to the Corporation or for amounts paid in settlement to the
              Corporation, unless and only to the extent that the court in which
              the action or suit was brought or other court of competent
              jurisdiction determines upon application that in view of all the
              circumstances of the case the person is fairly and reasonably
              entitled to indemnify for such expenses as the court deems proper.

         3.   To the extent that a director, officer, employee or agent of this
              Corporation has been successful on the merits or otherwise in
              defense of any action, suit or proceeding referred to in
              subsections 1 and 2 of this Article XIII, or in defense of any
              claim, issue or matter therein, he must be indemnified by the
              Corporation against expenses, including attorney's fees, actually
              and reasonably incurred by him in connection with the defense.

         4.   Any indemnification under subsections 1 and 2 of this Article
              XIII, unless ordered by a court or advanced pursuant to subsection
              5 of this Article XIII, must be made by the Corporation only as
              authorized in the specific case upon a determination that
              indemnification of the director, officer, employee or agent is
              proper in the circumstances. The determination must be made:

              (a) By the stockholders;

              (b) By the Board of Directors by majority vote of a quorum
                  consisting of directors who were not parties to the act, suit
                  or proceeding;

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              (c) If a majority vote of a quorum consisting of directors who
                  were not parties to the act, suit or proceeding so orders, by
                  independent legal counsel in a written opinion; or

              (d) If a quorum consisting of directors who were not parties to
                  the act, suit or proceeding cannot be obtained, by independent
                  legal counsel in a written opinion.

         5.   The expenses of officers and directors incurred in defending a
              civil or criminal action, suit or proceeding must be paid by the
              Corporation as they are incurred and in advance of the final
              disposition of the action, suit or proceeding, upon receipt of an
              undertaking by or on behalf of the director or officer to repay
              the amount if it is ultimately determined by a court of competent
              jurisdiction that he is not entitled to be indemnified by the
              Corporation. The provisions of this subsection do not affect any
              rights to advancement of expenses to which corporate personnel
              other than directors or officers may be entitled under any
              contract or otherwise by law.

         6.   The indemnification and advancement of expenses authorized in or
              ordered by a court pursuant to any provisions of this Article
              XIII:

              (a) Does not exclude any other rights to which a person seeking
                  indemnification or advancement of expenses may be entitled
                  under the Certificate or Articles of Incorporation or any
                  By-Law, agreement, vote of stockholders or disinterested
                  directors or otherwise, for either an action in his official
                  capacity or an action in another capacity which holding his
                  office, except that indemnification, unless ordered by a court
                  pursuant to subsection 2 of this Article XIII or for the
                  advancement of expenses made pursuant to subsection 5 of this
                  Article XIII, may not be made to or on behalf of any director
                  or officer if a final adjudication establishes that his acts
                  or omissions involved intention misconduct, fraud or a knowing
                  violation of the law and was material to the cause of action.

              (b) Continues for a person who has ceased to be a director,
                  officer, employee or agent and inures to the benefit of the
                  heirs, executors and administrators of such a person.

         7.   For purposes of this Article XIII, references to "the Corporation"
              shall include, in addition to the resulting corporation, any
              constituent corporation (including any constituent of a
              constituent) absorbed in a consolidation or merger which, if its
              separate existence had continued, would have had power and
              authority to indemnify its directors, officers, and employees or
              agents, so that any person who is or was a director, officer,
              employee or agent of such constituent corporation, or is or was
              serving at the request of such constituent corporation as a
              director, officer, employee or agent of another corporation,
              partnership, joint venture, trust or other enterprise, shall stand
              in the same position under the provisions of this Article XIII
              with respect to the resulting or surviving corporation as he would

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              have with respect to such constituent corporation if its separate
              existence had continued.



         8.   For purposes of this Article XIII, references to "other
              enterprises" shall include employee benefit plans; references to
              "fines" shall include any excise taxes assessed on a person with
              respect to an employee benefit plan; and references to "serving at
              the request of the Corporation" shall include any service as a
              director, officer, employee or agent of the Corporation which
              imposes duties on, or involves services by, such director,
              officer, employee or agent with respect to an employee benefit
              plan, its participants or beneficiaries; and a person who acted in
              good faith and in a manner he reasonably believed to be in the
              interest of the participants and beneficiaries of a employee
              benefit plan shall be deemed to have acted in a manner "not
              opposed to the best interests of the Corporation" as referred to
              in this Article XIII.




                                   ARTICLE XIV

                                   AMENDMENTS

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

         I, THE UNDERSIGNED, being the incorporated hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make and file this Certificate of Incorporation, hereby declaring
and certifying that the facts herein stated are true, and accordingly have
hereunto set my hand this 2nd day of December, 1988.


                                            ---------------------------------
                                            Robert L. Sonfield, Jr.


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