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       FILED
   JUN 23 1989
 STATE OF COLORADO                               AMENDED AND RESTATED
DEPARTMENT OF STATE                                  DP871752660


                        AMENDED AND FULLY RESTATED

                         ARTICLES OF INCORPORATION

                                    OF

                     BROWN DISC PRODUCTS COMPANY, INC.


  Pursuant to the provisions of the Colorado Corporation Code, the
undersigned Corporation hereby adopts the following Amended and Fully Restated
Articles of Incorporation.

  FIRST:   The name of the Corporation is Brown Disc Products Company,
Inc.

  SECOND:   The following amendment was adopted by vote of the
shareholders of the Corporation in the manner prescribed by the Colorado
Corporation Code on June 15, 1989.  The number of shares voted for the
amendment was sufficient for approval.

  The Articles of Incorporation of the Corporation shall be amended in
their entirety and restated.  These Amended and Fully Restated Articles of
Incorporation shall supersede the original Articles of Incorporation and shall
be as set forth below:

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                         ARTICLES OF INCORPORATION

                                    OF

                     BROWN DISC PRODUCTS COMPANY, INC.



                                 ARTICLE I

                                   NAME

  The name of the corporation shall be:  BROWN DISC PRODUCTS COMPANY, INC.


                                ARTICLE II

                            PERIOD OF DURATION

  The corporation shall exist in perpetuity, from and after the date of
filing these Articles of Incorporation with the Secretary of State of the
State of Colorado unless dissolved according to law.


                                ARTICLE III

                            PURPOSES AND POWERS

  1.    PURPOSES.   Except as restricted by these Articles of
Incorporation, the corporation is organized for the purpose of transacting all
lawful business for which corporations may be incorporated pursuant to the
Colorado Corporation Code.

  2.    GENERAL POWERS.   Except as restricted by these Articles of
Incorporation, the corporation shall have and may exercise all powers and
rights which a corporation may exercise legally pursuant to the Colorado
Corporation Code.

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                                ARTICLE IV

                               CAPITAL STOCK

  1.    CAPITAL STOCK.   The aggregate number of shares which this
corporation shall have authority to issue is Five Hundred Million
(500,000,000) shares of a no par value which shares shall be designated
"Common Stock" and Fifty Million (50,000,000) shares of a no par value which
shares shall be designated "Preferred Stock".  Both the Common Stock and the
Preferred Stock may be subdivided and issued in series pursuant to resolutions
of the board of directors containing such designations, limitations, rights
and preferences which the board of directors, in its sole discretion, may
determine to be appropriate.

  2.    DIVIDENDS.   Dividends in cash, property or shares of the
corporation may be paid upon the Common Stock as and when declared by the
board of directors in conformance with the resolutions of the board of
directors authorizing the issuance of the stock, to the extent and in the
manner permitted by law, provided, however, no Common Stock dividend shall be
paid for any year unless the holders of Preferred Stock, if any, shall have
received any Preferred Stock preferential dividends, if any, to which they are
entitled for such year.

  3.    DISTRIBUTION IN LIQUIDATION.   Upon any liquidation, dissolution
or winding up of the corporation,

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and after paying or adequately providing for the payment of all its
obligations, the reminder of the assets of the corporation shall be
distributed, either in cash or in kind, in the order provided herein.  Such
distributions shall be made first, to the holders of the Preferred Stock until
any amounts required to be distributed as a liquidation preference to the
holders of the Preferred Stock have been distributed.  If the remainder of the
assets is insufficient to fully satisfy the liquidation preference(s) of the
Preferred Stock, then those assets shall be distributed pro rata to each
series of Preferred Stock beginning with the series having the most superior
liquidation preference and continuing according to the liquidation preference
priority of each series until the remaining assets have been fully
distributed.  Second, the assets remaining after satisfaction of the
liquidation preference(s) of the Preferred Stock shall be distributed pro rata
to the holders of the Common Stock, unless otherwise provided in the
resolutions of the board of directors authorizing the issuance of the Common
Stock in series, in which case the priority for distribution in liquidation
established in those resolutions shall be followed.

  4.    VOTING RIGHTS; CUMULATIVE VOTING.   Each outstanding share of
Common Stock shall be entitled to one


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vote and each fractional share of Common Stock shall be entitled to a
corresponding fractional vote on each matter submitted to a vote of
shareholders.  A majority of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of shareholders. 
Cumulative voting shall not be allowed in the election of directors of the
corporation.  When, with respect to any action to be taken by shareholders of
this corporation, the laws of Colorado require the vote or concurrence of the
holders of two-thirds of the outstanding shares, of the shares entitled to
vote thereon, or of any class or series, such action may be taken by the vote
or concurrence of a majority of such shares or class or series thereof. 
Except as otherwise provided by these Articles of Incorporation or the
Colorado Corporation Code, if a quorum is present, the affirmative vote of a
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders.

  5.    DENIAL OF PREEMPTIVE RIGHTS.   No holder of any shares of the
corporation, whether now or hereafter authorized, shall have any preemptive or
preferential right to acquire any shares or securities of the corporation,
including shares or securities held in the treasury of the corporation.


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  6.    TRANSFER RESTRICTIONS.   The corporation shall have the right to
impose restrictions upon the transfer of any of its authorized shares or any
interest therein.  The board of directors is hereby authorized on behalf of
the corporation to exercise the corporation's right to so impose such
restrictions.


                                 ARTICLE V

                  TRANSACTIONS WITH INTERESTED DIRECTORS

  No contract or other transaction between the corporation and one or more
of its directors or any other corporation, partnership, firm, association, or
entity in which one or more of its directors or any other corporation,
partnership, firm, association, or entity in which one or more of its
directors are directors or officers or are financially interested shall be
either void or voidable solely because of such relationship or interest or
solely because such directors are present at or participate in the meeting of
the board of directors or a committee thereof which authorizes, approves, or
ratifies such contract or transaction or solely because their votes are
counted for such purpose if:

        (a)   The material facts of such relationship or interest and as
  to the contract or transaction are disclosed or are known to the board
  of directors or committee which in good faith authorizes, approves, or
  ratifies the contract or transaction by an affirmative vote of a
  majority of the disinterested directors even


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  though the disinterested directors are less than a quorum, or consent
  sufficient for the purpose; or

        (b)   The material facts of such relationship or interest and as
  to the contract or transaction are disclosed or are known to the
  shareholders entitled to vote and the shareholders specifically
  authorize, approve, or ratify in good faith such contract or transaction
  by an affirmative vote or by written consent; or

        (c)   The contract or transaction was fair and reasonable to the
  corporation.

  Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or a committee
thereof which authorizes, approves, or ratifies such contract or transaction.


                                ARTICLE VI

                           CORPORATE OPPORTUNITY

  The officers, directors and other members of management of this
corporation shall be subject to the doctrine of "corporate opportunities" only
insofar as it applies to business opportunities in which this corporation has
expressed an interest as determined from time to time by this corporation's
board of directors as evidenced by resolutions appearing in the corporation's
minutes.  Once such areas of interest are delineated, all such business


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opportunities within such areas of interest which come to the attention of the
officers, directors, and other members of management of this corporation shall
be disclosed promptly to this corporation and made available to it.  The board
of directors may reject any business opportunity presented to it and
thereafter any officer, director or other member of management may avail
himself of such opportunity.  Until such time as this corporation, through its
board of directors, has designated an area of interest, the officers,
directors and other members of management of this corporation shall be free to
engage in such areas of interest on their own and this doctrine shall not
limit the rights of any officer, director or other member of management of
this corporation to continue a business existing prior to the time that such
area of interest is designated by the corporation.  This provision shall not
be construed to release any employee of this corporation (other than an
officer, director or member of management) from any duties which he may have
to this corporation.


                                ARTICLE VII

                INDEMNIFICATION AND LIMITATION OF LIABILITY

  1.    DEFINITIONS.   The following definitions shall apply to the terms
as used in this Article:

        A.    "Corporation" includes this corporation, and, in addition,
for purposes of this Article, references to


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"the corporation" shall also include 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 this Article with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if
its separate existence had continued.

        B.    "Director" means an individual who is or was a director of
the corporation and an individual who, while a director of the corporation, is
or was serving at the corporation's request as a director, officer, partner,
trustee, employee, or agent of any other foreign or domestic corporation or of
any partnership, joint venture, trust, other enterprise, or employee benefit
plan.  A director shall be considered to be serving an employee benefit plan
at the corporation's request if his or her duties to the corporation also
impose duties on or


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otherwise involve services by him or her to the plan or to participants in or
beneficiaries of the plan.  "Director" includes, unless the context otherwise
requires, the estate or personal representative of a director.

        C.    "Expenses" includes attorney fees.

        D.    "Liability" means the obligation to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with respect to an
employee benefit plan), or reasonable expense incurred with respect to a
proceeding.

        E.    "Official capacity", when used with respect to a director,
means the office of director in the corporation, and, when used with respect
to a person other than a director, means the office in the corporation held by
the officer or the employment or agency relationship undertaken by the
employee or agent on behalf of the corporation.  "Official capacity" does not
include service for any other foreign or domestic corporation or for any
partnership, joint venture, trust, other enterprise, or employee benefit plan.

        F.    "Party" includes an individual who was, is, or is threatened
to be made a named defendant or respondent in a proceeding.

        G.    "Proceeding" means any threatened, pending, or completed
action, suit, or proceeding, whether civil,


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criminal, administrative, or investigative and whether formal or informal.

  2.    PERMISSIVE INDEMNIFICATION FOR LIABILITY.

        A.    Except as provided in paragraph D of this Section 2, the
corporation may indemnify against liability incurred in any proceeding an
individual made a party to the proceeding because he or she is or was a
director if:

              i.    He or she conducted himself or herself in good faith;

              ii.   He or she reasonably believed:

                    a.    In the case of conduct in his or her official
                          capacity with the corporation, that his or her
                          conduct was in the corporation's best interests;
                          or

                    b.    In all other cases, that his or her conduct was
                          at least not opposed to the corporation's best
                          interests; and

              iii.  In the case of any criminal proceeding, he or she had
                    no reasonable cause to believe his or her conduct was
                    unlawful.

        B.    A director's conduct with respect to an employee benefit
plan for a purpose he or she reasonably believed to be in the interests of the
participants in or


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beneficiaries of the plan is conduct that satisfies the requirements of this
Section 2.  A director's conduct with respect to an employee benefit plan for
a purpose that he or she did not reasonably believe to be in the interests of
the participants in or beneficiaries of the plan shall be deemed not to
satisfy the requirements of this Section 2.

        C.    The termination of any proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its
equivalent, is not of itself determinative that the individual did not meet
the standard of conduct set forth in paragraph A of this Section 2.

        D.    The corporation may not indemnify a director under this
Section 2 either:

              i.    In connection with a proceeding by or in the right of
                    the corporation in which the director was adjudged
                    liable to the corporation; or

              ii.   In connection with any proceeding charging improper
                    personal benefit to the director, whether or not
                    involving action in his or her official capacity, in
                    which he or she was adjudged liable on the basis that
                    personal benefit was improperly received by him or
                    her.


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        E.    Indemnification permitted under this Section 2 in connection
with a proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.

  3.    MANDATORY INDEMNIFICATION.

        A.    Except as limited by these Articles of Incorporation, the
corporation shall be required to indemnify a director of the corporation who
was wholly successful, on the merits or otherwise, in defense of any
proceeding to which he or she was a party against reasonable expenses incurred
by him or her in connection with the proceeding.

        B.    Except as otherwise limited by these Articles of
Incorporation, a director who is or was a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction.  On receipt of an application, the court, after giving
any notice the court considers necessary, may order indemnification in the
following manner:

              i.    If it determines the director is entitled to mandatory
                    indemnification under paragraph A of this Section 3,
                    the court shall order indemnification, in which case
                    the court shall also order the corporation to pay the
                    director's



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                    reasonable expenses incurred to obtain court-ordered
                    indemnification.

              ii.   If it determines that the director is fairly and
                    reasonably entitled to indemnification in view of all
                    the relevant circumstances, whether or not he or she
                    met the standard of conduct set forth in paragraph A
                    of Section 2 of this Article or was adjudged liable in
                    the circumstances described in paragraph D of Section
                    2 of this Article, the court may order such
                    indemnification as the court deems proper; except that
                    the indemnification with respect to any proceeding in
                    which liability shall have been adjudged in the
                    circumstances described in paragraph D of Section 2 of
                    this Article is limited to reasonable expenses
                    incurred.

  4.    LIMITATION ON INDEMNIFICATION.

        A.    The corporation may not indemnify a director under Section 2
of this Article unless authorized in the specific case after a determination
has been made that indemnification of the director is permissible in the


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circumstances because he or she has met the standard of conduct set forth in
paragraph A of Section 2 of this Article.

        B.    The determination required to be made by paragraph A of this
Section 4 shall be made:

              i.    By the board of directors by a majority vote of a
                    quorum, which quorum shall consist of directors not
                    parties to the proceeding; or

              ii.   If a quorum cannot be obtained, by a majority vote of
                    a committee of the board designated by the board,
                    which committee shall consist of two or more directors
                    not parties to the proceeding; except that directors
                    who are parties to the proceeding may participate in
                    the designation of directors for the committee.

        C.    If the quorum cannot be obtained or the committee cannot be
established under paragraph B of this Section 4, or even if a quorum is
obtained or a committee designated if such quorum or committee so directs, the
determination required to be made by paragraph A of this Section 4 shall be
made:


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              i.    By independent legal counsel selected by vote of the
                    board of directors or the committee in the manner
                    specified in subparagraph (i) or (ii) of paragraph B
                    of this Section 4 or, if a quorum of the full board
                    cannot be obtained and a committee cannot be
                    established, by independent legal counsel selected by
                    a majority vote of the full board; or

              ii.   By the shareholders.

        D.    Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the
determination that indemnification is permissible; except that, if the
determination that indemnification is permissible is made by independent legal
counsel, authorization of indemnification and evaluation as to reasonableness
of expenses shall be made by the body that selected said counsel.

  5.    ADVANCE PAYMENT OF EXPENSES.

        A.    The corporation may pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding in advance of
the final disposition of the proceeding if:

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              i.    The director furnishes the corporation with a written
                    affirmation of his or her good-faith belief that he or
                    she has met the standard of conduct described in
                    subparagraph (i) of paragraph A of Section 2 of this
                    Article;

              ii.   The director furnishes the corporation with a written
                    undertaking, executed personally or on his or her
                    behalf, to repay the advance if it is determined that
                    he or she did not meet such standard of conduct; and

              iii.  A determination is made that the facts then known to
                    those making the determination would not preclude
                    indemnification under this Section 5.

        B.    The undertaking required by subparagraph (ii) of paragraph A
of this Section 5 shall be an unlimited general obligation of the director but
need not be secured and may be accepted without reference to financial ability
to make repayment.

        C.    Determinations and authorizations of payments under this
Section 5 shall be made in the manner specified in Section 4 of this Article.


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  6.    REIMBURSEMENT OF WITNESS EXPENSES.   The corporation shall pay or
reimburse expenses incurred by a director in connection with his or her
appearance as a witness in a proceeding at a time when he or she has not been
made a named defendant or respondent in the proceeding.

  7.    INSURANCE FOR INDEMNIFICATION.   The corporation may purchase and
maintain insurance on behalf of a person who is or was a director, officer,
employee, fiduciary, or agent of the corporation or who, while a director,
officer, employee, fiduciary, or agent of the corporation, is or was serving
at the request of the corporation as a director, officer, partner, trustee,
employee, fiduciary, or agent of any other foreign or domestic corporation or
of any partnership, joint venture, trust, other enterprise, or employee
benefit plan against any liability asserted against or incurred by him or her
in any such capacity or arising out of his or her status as such, whether or
not the corporation would have the power to indemnify him or her against such
liability under the provisions of this Article.  Any such insurance may be
procured from any insurance company designated by the board of directors of
the corporation, whether such insurance company is formed under the laws of
this state or any other jurisdiction of the United States or elsewhere,
including any insurance


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company in which the corporation has equity or any other interest, through
stock ownership or otherwise.

  8.    NOTICE OF INDEMNIFICATION.   Any indemnification of or advance of
expenses to a director in accordance with this Article, if arising out of a
proceeding by or on behalf of the corporation, shall be reported in writing to
the shareholders with or before the notice of the next shareholders' meeting.

  9.    INDEMNIFICATION OF OFFICERS, EMPLOYEES AND AGENTS OF THE
CORPORATION.   The board of directors shall indemnify and advance expenses to
an officer, employee or agent of the corporation who is not a director of the
corporation to the same or greater extent as to a director as provided for in
these Articles of Incorporation, the Bylaws, by resolution of the shareholders
or directors, or by contract, in a manner consistent with the Colorado
Corporation Code.

  10.   INDEMNIFICATION OF HEIRS, EXECUTORS AND ADMINISTRATORS.   The
indemnification provided by this Article, shall continue as to a person who
has ceased to be a director, officer, employee or agent, and shall inure to
the benefit of the heirs, executors and administrators of such a person.

  11.   LIMITATION OF LIABILITY.   No director shall be personally liable
for any injury to person or property


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arising out of a tort committed by an employee unless such director was
personally involved in the situation giving rise to the litigation or unless
such director committed a criminal offense. No director shall be personally
liable to the corporation or to its shareholders for monetary damages for
breach of fiduciary duty as a director, excluding (i) any breach of the
director's duty of loyalty to the corporation or to its shareholders; (ii)
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law; (iii) acts in violation of Section 114, Article V
of the Colorado Corporate Code; or (iv) any transaction from which the
director derived an improper personal benefit.


                               ARTICLE VIII

                                AMENDMENTS

  The corporation reserves the right to amend its Articles of
Incorporation from time to time in accordance with the Colorado Corporation
Code. 


                                ARTICLE IX

                     ADOPTION AND AMENDMENT OF BYLAWS

  The initial Bylaws of the corporation shall be adopted by its board of
directors.  The power to alter or amend or repeal the Bylaws or adopt new
Bylaws shall be vested in the board of directors; provided, however, that the
shareholders, upon approval of a majority in interest of


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the outstanding shares entitled to vote, may amend or repeal the Bylaws even
though the Bylaws may also be amended or repealed by the board of directors.
The Bylaws may contain any provisions for the regulation and management of the
affairs of the corporation not inconsistent with law or these Articles of
Incorporation.


                                 ARTICLE X

                  REGISTERED OFFICE AND REGISTERED AGENT

  The address of the initial registered office of the corporation is 1170
Becky Drive, Colorado Springs, CO 80921, and the name of the initial
registered office or the registered agent at such address is R. Eugene Rider.
Either the registered office or the registered agent may be changed in the
manner provided by law.


                                ARTICLE XI

                        INITIAL BOARD OF DIRECTORS

  The number of directors of the corporation shall be fixed by the Bylaws
of the corporation.  So long as the number of directors shall be less than
three, no shares of this corporation may be issued and held of record by more
shareholders than there are directors.


  THIRD:   The manner, if not set forth in such amendment, in which any
exchange, reclassification or cancellation of issued shares provided for in
the amendment shall be

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effected is as follows: Stock certificates reflecting the original par value
of the Corporation's Common Stock shall be replaced by stock certificates
reflecting a no par value.

  FOURTH:   The manner in which such amendment effects a change in the
amount of stated capital, and the amount of stated capital as changed by such
amendment, are as follows:  No change.

  The undersigned officers verify that these Amended and fully Restated
Articles of Incorporation have been properly adopted by the shareholders of
the Corporation.


                                BROWN DISC PRODUCTS COMPANY, INC.

                                By:  /s/ R. E. Rider
                                     ----------------------------
                                     R.E. Rider, President

                                and: /s/ Eva Forsberg-Rider
                                     ----------------------------
                                     Eva Forsberg-Rider, Secretary


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STATE OF COLORADO        )
                         )      ss.
COUNTY OF EL PASO        )

  Before me, AMY S. MARSTERS, a Notary Public in and for the said County
and State, personally appeared R.E. Rider who acknowledged before me that he
is the President of BROWN DISC PRODUCTS COMPANY, INC., a Colorado corporation,
and that he signed the foregoing Amended and Fully Restated Articles of
Incorporation as his free and voluntary act and deed for the uses and purposes
therein set forth, and that the facts contained therein are true.

  In witness whereof I have hereunto set my hand and seal this 21st day of
June A.D. 1989.

  My commission expires: 3/26/93 

                                         /s/  Amy S. Marsters
                                         --------------------------
                                         Notary Public
                                         Address: 1561 BRAIRGATE BLVD.
                                         COLO. SPGS, CO 80920

(NOTARIAL SEAL)


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