ARTICLES OF INCORPORATION.OF
                                   HOTEL-A-COPY, INC..

The undersigned incorporator does hereby make, subscribe, and acknowledge these
Articles of Incorporation for the purpose of

organizing a corporation under the Florida General Corporation Act.


                                    ARTICLE I
                               NAME OF CORPORATION

       The name of this Corporation shall be: HOTEL-A-COPY, INC.


                                   ARTICLE II
                           GENERAL NATURE OF BUSINESS

       The general purpose for which this Corporation is organized shall be to
engage in any lawful activity or to transact any lawful business for which a
corporation may be incorporated under the Florida General Corporation Act.


                                   ARTICLE III
                               AUTHORIZED SHARES

       The total authorized capital stock of this Corporation shall consist of
5,000 shares of Common Stock, par value $1.00 per share.


                                    ARTICLE IV

                          CAPITAL TO BEGIN BUSINESS

       The amount of capital with which this Corporation will begin business
shall be determined by the initial Board of Directors.


<PAGE>







                                    ARTICLE V

                                TERM OF EXISTENCE

                  This Corporation shall (.)exist perpetually.


                                   ARTICLE VI.

                   ADDRESS OF REGISTERED OFFICE IN THIS STATE

     The street address of the initial registered office of this Corporation in
the State of StateplaceFlorida is addressStreetaddress2929 East Commercial
Boulevard, Suite 200, PlaceTypeCityFort Lauderdale, StateFlorida PostalCode33308
and the initial registered agent of this Corporation at that address shall be
Laz L. Schneider.


                                   ARTICLE VII

                               NUMBER OF DIRECTORS

     This Corporation shall have not less than one (1) Director.

                                  ARTICLE VIII

                           INITIAL BOARD OF DIRECTORS

     The name and street address of the initial member of the Board of Directors
is:

Mr. Edd Helms 17850 State Road 9
Miami, Florida 33162






<PAGE>

                                   ARTICLE IX
                                  INCORPORAIOR

     The name and street address of the person signing these Articles of
incorporation is:

Laz L. Schneider
2929 E. Commercial Blvd.
Suite 200
Ft.Lauderdale, Florida 33308


     IN WITNESS WHEREOF, I have hereunto subscribed my hand and seal this 16th
day of July, 1985.


                                Laz L. Schneider


     THE UNDERSIGNED, named as the reistered agent in Article VI of these
Articles of Incorporation hereby consents to act as such registered agent.


                                Laz L. Schneider

<PAGE>









                              ARTICLES OF AMENDMENT

                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                               HOTEL-A-COPY, INC.

     Adopted in accordance with the provisions of Chapter 607, Florida Statutes


     WE, W. EDD HELMS, JR., President and CAROL HELMS, Secretary of
HOTEL-A-COPY, INC., a StateplaceFlorida corporation, do hereby certify under the
seal of said Corporation as follows:

FIRST: The name of the Corporation is "HOTEL-A-COPY, INC."

SECOND: That the following is a true and correct copy of the Articles of
Incorporation (which Articles of Incorporation were originally filed with the
Secretary of State of the State of StateplaceFlorida on July 18, 1985) as
approved and consented to by the Board of Directors and the Sole Shareholder of
the Corporation:

                                  "ARTICLE I

                             NAME OF CORPORATION

       The name of this Corporation shall be:

       HOTELECOPY, INC."

       THIRD: That the Board of Directors and the Sole Shareholder
of the Corporation on September 12o, 1985 did approve and consent to an
amendment to its Articles of Incorporation as hereinabove set forth in Article
SECOND.

FOURTH: That such amendment has been duly adopted in accordance with the
provisions of Chapter 607, Florida Statutes.

     IN WITNESS WHEREOF, WE, W. EDD HELMS, JR., President and CAROL HELMS,
Secretary, of HOTEL-A-COPY, INC., have signed these Articles of Amendment and
casued the Corporate Seal of the Corporation to be hereunto affixed this
12th,day of September, 1985.




                                    W. EDD HELMS, JR., President

                                    CAROL HELMS, Secretary





<PAGE>






     SS: STATE OF FLORIDA
     COUNTY OF BROWARD )


           BE IT REMEMBERED, that on this 12th day of September, 1985.
    personally' came before me, a Notary Public in and for the County and State
    aforesaid, duly commissioned and sworn to take acknowledgments or proofs of
    deeds, W. EDD HELMS, JR. President of HOTEL-A-COPY, INC., a
    StateplaceFlorida corporation, the corporation described in the foregoing
    Articles of Amendment, known to me personally to be such, and he the said W.
    EDD HELMS, JR., as such President, duly executed said Articles of. Amendment
    before me and acknowledged the said Articles of Amendment to be his act and
    deed and made on behalf of the Corporation; that the signature of said
    President and of the Secretary of said corporation to said foregoing
    Articles of Amendment are in the handwriting of the said President and of
    the Secretary of said Corporation, respectively, and that the seal affixed
    to said certificate is the corporate seal of said corporation.

           IN WITNESS WHEREOF, I have hereunto set my hand and seal of office
the day and year aforesaid.

                                            Rita P.Gauthir



                                  Notary Public

     (S E A L)                                      My Commission Expires:


<PAGE>








                              ARTICLES OF AMENDMENT
                                      OF o
                           CERTIFICATE OF INCORMATION
                                       OF
                                 HOTELECOPY, INC

                   Adopted in accordance with the provisions
                   of Chapter 607, StateStateFlorida Statutes


<PAGE>


     W. EDD HELMS, JR., President and CAROL HELMS, Secretary of HOTELECOPY,
INC., a StateStateFlorida corporation, do hereby certify under the seal of said
Corporation as follows:

FIRST: The name of the Corporation is "HOTELECOPY, INC."

SECOND: That the following is a true and correct copy. of Article III of the
Certificate. of Incorporation of the Corporation (which Certificate of
Incorporation was originally filed with the Secretary of State of the State of
Florida on July 18, 1985, and first amended'on December 3, 1985) as approved and
consented to by the Board of Directors of the Corporation and the all of the
Shateholders of the Corporation:

                                  "ARTICLE III
                                AUTHORIZED SHARES


            The total authorized capital stock of this Corporation is
           500,000 shares of Common Stock, par value $.01 per share."

THIRD: That the Directors and Shareholders (on may 31,1986) did approve and
consent to an amendment to its Certifidate of Incorporation as hereinabove set
forth in Article SECOND. FOURTH: That such amendment has been duly adopted in
accordance withothe provisions of Chapter 607, StateStateFlorida Statutes.

     IN WITNESS WHEREOF, WE,:StateW. EDD HELMS, JR., President and CAROL T
HELMS, Secretary of HOELECOPY, INC., have signed these Axticles of InCorporation
and caused the Corporate Seal of the Corporation to be hereunto affixed this
28th day of July, 1986. -----

                          W. EDD HELMS, JR., President

                             CAROL HELMS, Secretary


<PAGE>

STATE OF StateStateFLORIDA)
                      )sits:
StateStateCOUNTY OF StateDADE )

       BE IT REMEMBERED, that on this 28th day of July, 1986,
personally came before me, a Notary Public in and for the County and State
aforesaid, duly commissioned and sworn to take Acknowledgments or proofs of
deeds, W. EDD HELMS, JR., President of HOTELECOPY, INC., a Florida corporation,
the corporation described in the foregoing Articles of Amendment, known to me
personally to be such, and he, the said W. EDD HELMS, JR., as such President,
duly executed said Articles of Amendment before me and acknowledged the said
Articles of Amendment to be his. free act and deed and made on behalf of the
Corporation; that the signatures of said President of said corporation to said
foregoing Articles of Amendment are in the handwriting of the said President of
said Corporation and of the Secretary of said Corporation, respectively, and
that the seal affixed to said certificate is the corporate seal of said
corporation.

       IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.

                                                     Notary Public


(SEAL)





















<PAGE>
                              ARTICLES OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                HOTELECOPY, INC.

 Adopted in accordance with the provisions of Chapter 607, Florida Statutes

        W. EDD HELMS, JR., President and CAROL HELMS, Secretary, of HOTELECOPY,
        INC>, a StateStateFlorida corporation, do hereby certify under the seal
        of said Corporation as follows:

        FIRST:    The name of the Corporation is "HOTELECOPY,  INC."

        SECOND: That the following is a true and correct copy of of Article III
        of the Certificate of Incorporation of the Corporation (which
        Certificate of Incorporation was originally filed with the Secretary of
        State of the State of Florida on July 18, 1985, and was amended on
        December 3, 1985 and on July 30, 1986) as approved and consented to by
        the Board of Directors of the Corporation and by a majority of the
        Shareholder of the Corporation:

                                   ARTICLE III
                                AUTHORIZED SHARES

         The total authorized capital stock of this Corporation is 10,000,000
shares of Common Stock, par value $.01 per share."

        THIRD: That the Directors (on May 31, 1989) and Shareholders (on August
        11, 1989) did approve an amendment to its Certificate of Incorporation
        as hereinabove set forth in Article SECOND.

        FOURTH:   That such amendment has been duly adopted in accordance with
        the provisions of Chapter 607, Florida Statutes.

         IN WITNESS WHEREOF, WE, W. EDD HELMS, JR>, president, and CAROL HELMS,
        Secretary of HOTELECOPY, INC>, have signed these Articles of
        Incorporation and caused the Corporate Seal of the Corporation to be
        hereunto affixed this 15th day of August, 1989.

                               W. EDD HELMS, JR.,
President

                             CAROL HELMS, Secretary



<PAGE>


                  BE IT REMEMBERED, that on this 28th day of July,
              1986,personally came before me, a Notary Public in and for the
              County and State aforesaid, duly commissioned and sworn to take
              Acknowledgments or proofs of deeds, W. EDD HELMS, JR., President
              of HOTELECOPY, INC., a Florida corporation, the corporation
              described in the foregoing Articles of Amendment, known to me
              personally to be such, and he, the said W. EDD HELMS, JR., as such
              President, duly executed said Articles of Amendment before me and
              acknowledged the said Articles of Amendment to be his. free act
              and deed and made on behalf of the Corporation; that the
              signatures of said President of said corporation to said foregoing
              Articles of Amendment are in the handwriting of the said President
              of said Corporation and of the Secretary of said Corporation,
              respectively, and that the seal affixed to said certificate is the
              corporate seal of said corporation.

                  IN WITNESS WHEREOF, I have hereunto set my hand and seal of
              office the day and year aforesaid.


<PAGE>


                               ARTICLES OF MERGER
                                       OF
                            EDD HELMS, INCORPORATED,
                              A FLORIDA CORPORATION
                                       AND
                                HOTELECOPY, INC.,
                              A FLORIDA CORPORATION



Pursuant to the provisions of Sections 607.1101 and 607.1105 of the Florida
Business Corporation Act (the "FSCA"), EDD HELMS, INCORPORATED, A Florida
corporation, and HOTELECOPY, INC. a Florida corporation, adopt the following
Articles of Merger for the purpose of merging Edd Helms Incorporated with and
into Hotelecopy, Inc. (the "Merger")

FIRST: The Plan of Merger is attached hereto as Exhibit A and incorporated
herein.

SECOND: The Merger is to be effective immediately upon filing of these Articles
of Merger with the Florida Secretary of State.

THIRD: The Plan of Merger was adopted by the unanimous written consent of the
shareholders of Edd Helms, Incorporated, dated March 26th, 1999, and by a
majority of the shareholders of Hotelecopy, Inc., at a Shareholders' meeting
held on July 30, 1999, which vote was sufficient for its approval.

     IN WITNESS WHEREOF, each of the undersigned has caused these Articles of
Merger to be signed in its corporate Name on the 2nd day of August, 1999.

                               EDD HELMS, INCORPORATED
                               A Florida corporation

                               By:  W. Edd Helms, Jr. (W. Edd Helms, Jr.)
                               Its:  President (President)

                               HOTELECOPY, INC.,
                               A Florida corporation

                               BY:  W. Edd Helms, Jr.  (W. Edd Helms, Jr.)
                               Its:  President  (President)











<PAGE>







                                    EXHIBIT A

                                PLAN OF MERGER

1.       Names of Merging Corporations

     Edd Helms, Incorporated, a Florida corporation. ("EHI"), shall be
merged with and into Hotelecopy, Inc., a Florida corporation
("Hotelecopy")o

                 2. Terms and Conditions of the Proposed Merger

          2.1 The Merger

           The Merger shall occur at the Effective Time, as defined below, at
   which time the separate existence of EHI ( shall cease. Hotelecopy shall be
   the surviving corporation (the "Surviving Corporation"). The name of the
   surviving corporation, shall be Edd Helms Group, Inc. the Surviving
   Corporation's corporate existence, with all of its purposes, powers and
   objects, shall continue unaffected and unimpaired by the Merger. (EC and
   Hotelecopy are hereinafter sometimes collectively referred to as the
   "Constituent Corporations").

           2.2        The Surviving Corporation

           At the Effective Time ofthe Merger, the effect of the Merger shall be
   as provided in the applicable provisions of the Florida Business Corporation
   Act (the "FBCA").

           The identity, existence, purposes, powers, objects, franchises,
   privileges, rights and immunities of Hotelecopy shall continue unaffected and
   unimpaired by th.e Merger; and the corporate franchises, existence and.
   rights of EHI shall be merged with and into Hotelecopy; and Hotelecopy, as
   the Surviving Corporation, shall be fully vested therewith..

           At the Effective Time of the Merger, the separate existence of BRI
   shall cease and, in accordance with the terms of the nudger agreement, the
   Surviving Corporation shall possess all the rights, privileges, immunities
   and franchises, of a public as well as of a private nature, and all property,
   real, personal and mixed; and all debts due on whatever account, including
   subscriptions to shares, all taxes, including those due and owing and those
   accrued, and all other closes in action, and all and every other interest of
   or belonging to or due to EDI and Hotelecopy shall be taken and deemed to be
   transferred to, and vested in, the Surviving Corporation without further act
   or deed; and all property, rights and privileges, powers and franchises and
   all and every other interest shall be thereafter as effectually the property
   of the Surviving Corporation as they were of EHI and Hotelecopy; and the
   title to any real estate, or interest therein, whether by deed or otherwise,
   vested in EHl and Hotelecopy, shall not revert or be in any way impaired by
   reason of the Merger.

    The Surviving Corporation shall thenceforth be responsible and liable for
    all the liabilities and obligations of EHI and Hotelecopy; and any claim
    existing, or action or proceeding pending, by or against



<PAGE>


EHI or Hotelecopy may be prosecuted as if the Merger had not taken place, or the
Surviving Corporation may be substituted in their place. Neither the rights of
creditors nor any liens upon the property of EHI or Hotelecopy shall be impaired
by the Merger, and all debts, liabilities and duties of EHI and Hotelecopy shall
attach to the Surviving Corporation, and may be enforced against such Surviving
Corporation to the same extent as if said debts, liabilities and duties had been
incurred or contracted by such Surviving Corporation.

            The Constituent Corporations shall execute, deliver, acknowledge
    andrecord any and all documents necessary or appropriate to confirm and
    perfect the transfer of assets and property to the Surviving Corporation.

            23       Articles of Incorporation

            The Articles of Incorporation of Hotelecopy shall be amended by
    deleting Article I in its entirety and replacing it with the following:

        "Article I The name of the Corporation is Edd Helms Group, Inc."

             The Articles of Incorporation of Hotelecopy as in effect
    immediately prior to the Effective Time, as so amended, shall be the
    Articles of lncorporation of the Surviving Corporation until the same shall
    thereafter be altered, amended or repealed in accordance with the FBCA.

             2.4 Bylaws

             The Bylaws of Hotelecopy as in effect immediately prior to the
     Effective Time shall be the Bylaws of the Surviving Corporation until the
     same shall thereafter be altered, amended or repealed in the manner
     provided in such Bylaws and in accordance with the FBCA. . .

     3.          Manner and Basis of Converting Shares

             3.1               Conversion

                             Each one (1) share of' EHI common stock (1381
Stock") issued and outstanding immediately prior
     to the Effective Time shall, by virtue of the Merger, and without any
     action on the part of the holders thereof, automatically be converted into
     TWO THOUSAND ONE HUNDRED SEVENTY EIGHT and 6363/10000th.s (2178.6363) fully
     paid and non-assessable shares of common stock of Hotelecopy ("Hotelecopy
     Stock") at the Effective Time of the Merger.

            . 3.2      Treasury Shares

                     Any and all shares of EHI Stock held as treasury shares by
      EHl shall be canceled and retired at the Effective Time, and no
      consideration shall be delivered or paid in exchange therefore.

              3.3      Fractional Shares

                      No fractional shares of Hotelecopy Stock will be issued as
      a result of the Merger. In lieu of issuing fractional shares, Hotelecopy
      will pay cash adjustments to the relevant holder of EHI Stock in respect
      of any fraction of a share of Hotelecopy Stock that would otherwise be
      issuable to such holder.

      4.       Effective Date of the Merger

              The Merger shall become effective immediately upon the filing of
      Articles of Merger incorporating this Plan with the Florida Secretary of
      State (the "Effective Time")


<PAGE>


                              ARTICLES OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                                HOTELECOPY, INC.

1.            The name of the Corporation is Hotelecopy, Inc.

2.            Article III, "AUTHORIZED SHARES, " of the Articles of
              Incorporation of the Corporation is hereby amended to read in its
              entirety as follows:

                                  "ARTICLE III
                                AUTHORIZED SHARES

                   The total authorized capital stock of this
              Corporation is 20,000,000 shares of Common Stock, par
                             value $.01 per share."

3.            The foregoing amendment was approved by the Board of Directors of
              the Corporation by a Unanimous Written Consent signed by them on
              March 26th, 1999, and was approved and adopted by a majority of
              the shareholders eligible to vote at a meeting held for such
              purpose on July 30, 1999.

4.            There is only one voting group entitled to vote on the foregoing
              amendment. The number of votes cast for said amendment by said
              voting group was sufficient for approval by that voting group.

              IN WITNESS WHEREOF, the undersigned, as President of the
              Corporation, has executed these Articles of Amendment this 2nd day
              of August, 1999.

                                                              W. EDD HELMS, JR.
                                                              President