ARTICLES OF INCORPORATION
                                       OF
                          LAST CHANCE MINING CO., INC.

1.       The name of the corporation is:
                          LAST CHANCE MINING CO., INC.

2.       The principal  office of this  corporation is to be located in the City
         of Ely, 450 Aultman Street,  County of White Pine, State of Nevada, but
         this  corporation  may  maintain  an office in such  towns,  cities and
         places  outside  of the State of Nevada as the Board of  Directors  may
         from time to time determine,  or as may be designated by the By-Laws of
         said corporation.

3.       The  corporation  may engage in any lawful  activity and shall have 
         perpetual existence.

4.       a. The amount of the total authorized  capital stock of the corporation
         is  $75,000  consisting  of 1,000  shares  of stock of the par value of
         $75.00  each.  All such  shares  shall be of one  class  only,  without
         preference or distinction.

         b. Such  stock may be issued  from time to time  without  action by the
         stockholders  for such  consideration as may be fixed from time to time
         by the Board of Directors,  and shares so issued, the consideration for
         which has been paid or  delivered,  shall be deemed full paid stock and
         the holder of such shares  shll not be liable for any  further  payment
         thereon.

         c. The  capital  stock of this  corporation,  after  the  amount of the
         subscription  price or par value has been paid in, shall not be subject
         to assessment to pay debts of the  corporation and no paid up stock and
         no stock issued as fully paid shall ever be  assessable or assessed and
         the article of incorporation shall not be amended in this particular.

5.       At all elections of directors,  each holders of stock possessing voting
         power  shall be  entitled to as many votes as shall equal the number of
         his shares of stock multiplied by the number of directors to be elected
         and he may cast all of such votes for a single,  or may distribute them
         among the  number to be voted for  and/or any two or more of them as he
         sees fit.

6.       The governing board of the  corporation  shall consist of not less than
         three (3) persons styled directors.  The first board of directors,  who
         also constitute the incorporators, are:

                  NAME                      ADDRESS
         John Chachas               1080 Lyons Ave.               Ely, Nevada
         Gregory J. Chachas         P.O. Box 537                  Ely, Nevada
         Theodore J. Chachas        1100 Bell Ave.                Ely, Nevada

         IN  WITNESS  WHEREOF,  we have  hereunto  set our  hands  and  sels and
executed these presents this 9th day of September, 1968.

    /s/ Gregory J. Chachas                               /s/ John Chachas  
    /s/ Theodore J. Chachas

State of Nevada            )
County of White Pine       ) ss.

         On this 9th day of  September,  1968,  before  me, the  undersigned,  a
Notary  Public in and for the County and State  aforesaid,  personally  appeared
John  Chachas,  Gregory J. Chachas,  Theodore J. Chachas,  known to me to be the
persons  described in and who executed the foregoing  Articles of Incorporation,
who  acknowledged  to me that they executed the same freely and  voluntarily and
for the uses and purposes therein mentioned.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this day and year in this certificate last above written.

                               /s/ Deanna Oxborrow
                                  Notary Public



<PAGE>



                                  AMENDMENT TO
                            ARTICLES OF INCORPORATION
                                       OF
                        LAST CHANCE MINING COMPANY, INC.

         Pursuant  to the  provisions  of Section  78.385 of the Nevada  Revised
Statutes,  LAST CHANCE MINING COMPANY,  INC. adopts the following  amendments to
its Articles of Incorporation:

         1.       The  undersigned  hereby  certify  that  on  the  10th  day of
                  September,  1970, a Special  Meeting of the Board of Directors
                  was duly  held and  convened  at which  there  were  present a
                  quorum  of  the  Board  of  Directors  acting  throughout  all
                  proceedings,  and at which time the following resolutions were
                  duly adopted by the Board of Directors:

                  a.       BE IT RESOLVED: That the President, Thomas E. Murray,
                           Jr.,  is  hereby  ordered  and  directed  to call and
                           convene a Special  Meeting  of  Stockholders  of Last
                           Chance Mining  Company,  Inc., on Wednesday,  October
                           28, 1970,  at 11:30 a.m.,  local time,  at Two Ryland
                           Street, Reno, Nevada, for the following purposes:

                           (1) o amend the Articles of Incorporation as follows:

                                    (a)     To change the name of the
                                            corporation from Last Chance Mining
                                            Company, Inc. to Resources Unlimited
                                            Corporation.

                                    (b)     To provide  that the  capitalization
                                            of   the   corporation    shall   be
                                            increased     from    $250,000    to
                                            $1,000,000   and  to  increase   the
                                            number  of  shares  authorized  from
                                            500,000  shares to 2,000,000  shares
                                            with  the par  value  of each  share
                                            remaining at $0.50 per share, and to
                                            provide     further     that     the
                                            stockholders    shall    not    have
                                            pre-emptive  rights to acquire stock
                                            in the  corporation  nor should they
                                            have cumulative voting rights.

         2.       A Special  Meeting of  Stockholders  was held on  October  28,
                  1970. With regard thereto,  the undersigned  hereby certify as
                  follows:

                  a.       A Notice of the Special Meeting of  Stockholders  was
                           mailed to each stockholder on October 2, 1970.

                  b.       There  were  present,  either by proxy or in  person,
                           306,050 shares of the 500,000 shares of capital stock
                           of Last Chance Mining Company, Inc.

                  c.       That the  proposals  for Amendment to the Articles of
                           Incorporation  which  are set forth as  follows  were
                           adopted by 272,000  shares,  and 34,050  shares voted
                           against the proposals.

                  d.       The  Amendment  to the  Articles  of  Incorporation 
                           are as follows:

     (1) ARTICLE I: The name of the corporation shall be RESOURCES UNLIMITED 
CORPORATION.

     (2)ARTICLE IV: The amount of the capital stock of the corporation  shall be
$1,000,000  which shall be divided into  2,000,000  shares,  with a par value of
$0.50 per share.  The Board of Directors may, form time to time, sell any or all
of the unissued capital stock of the corporation, whether the same be any of the
original authorized capital, or of any increase thereof,  without first offering
the same to the stockholders  then existing;  that all such sales may be made on
such terms and conditions as by the Board may be deemed advisable. Each share of
capital stock of the corporation shall be nonassessable.  The stockholders shall
not possess cumulative voting rights.





<PAGE>



                           Dated this 3rd day of December, 1970.

                           LAST CHANCE MINING COMPANY, INC.

                           By /s/    Thomas E. Murray, Jr.        
                              Thomas E. Murray, Jr., President


                           By /s/    Clarence M. Durrant                     
                             Clarence M. Durrant, Secretary




<PAGE>



                                  AMENDMENT TO
                            ARTICLES OF INCORPORATION
                                       OF
                         RESOURCES UNLIMITED CORPORATION

         Pursuant to the  provisions  of Section  78, 385 of the Nevada  Revised
Statutes, RESOURCES UNLIMITED CORPORATION adopts the following amendments to its
Articles of Incorporation:

         1.       The  undersigned  hereby  certify that on the 2nd day of June,
                  1972, a Special Meeting of the Board of Directors was held and
                  convened at which there were  present a quorum of the Board of
                  Directors acting throughout all proceedings, and at which time
                  the  following  resolutions  were duly  adoptd by the Board of
                  Directors:

                  a.       BE IT RESOLVED: That the President, Willard H. Pease,
                           is hereby  ordered and directed to call and convene a
                           Special   Meeting  of   Stockholders   of   Resources
                           Unlimited Corporation on Saturday,  June 24, 1972, at
                           11:00 A.M.,  Local Time, at the Stardust  Hotel,  Las
                           Vegas, Nevada for the following purposes:

                           (1)      To amend the Articles of Incorporation as 
                           follows:

                                    (a)     To   change    the   name   of   the
                                            corporation from Resources Unlimited
                                            Corporation  to Willard  Pease Oil &
                                            Gas Company.

                                    (b)     To provide  that the  capitalization
                                            of   the   corporation    shall   be
                                            increased    from    $1,000,000   to
                                            $5,000,000   and  to  increase   the
                                            number  of  shares  authorized  from
                                            2,000,000   shares   to   10,000,000
                                            shares,  with the par  value of each
                                            share  remaining at $0.50 per share,
                                            and  to  provide  further  that  the
                                            stockholders    shall    not    have
                                            pre-emptive  rights to acquire stock
                                            in the  corporation  nor should they
                                            have cumulative voting rights.

         2.       A Special Meeting of  Stockholders  was held on June 24, 1972.
                  With  regard  thereto,   the  undersigned  hereby  certify  as
                  follows:

                  a.       A Notice of the Special Meeting of  Stockholders  was
                           mailed to each stockholder on June 2, 1972.

                  b.       There  were  present,  either by proxy or in  person,
                           336,550 shares of the 510,000 shares of capital stock
                           of Resources Unlimited Corporation.

                  c.       That the  proposals  for Amendment to the Articles of
                           Incorporation  which  are set forth as  follows  were
                           adopted by 330,700  shares,  and 5,850  shares  voted
                           against the proposals.

                  d. The  Amendments  to the  Articles of  Incorporation  are as
follows:

                           (1)      ARTICLE I: The name of the corporation shall
                                    be Willard Pease Oil & Gas Company.

                           (2)      ARTICLE IV: The amount of the capital  stock
                                    of the  corporation  shall be  $5,000,000.00
                                    which  shall  be  divided  into   10,000,000
                                    shares, with a par value of $0.50 per share.
                                    The  Board of  Directors  may,  from time to
                                    time,  sell  any  or  all  of  the  unissued
                                    capital  stock of the  corporation,  whether
                                    the same be any of the  original  authorized
                                    capital, or of any increase thereof, without
                                    first offering the same to the  stockholders
                                    then  existing;  that all such  sales may be
                                    made on such terms and  conditions as by the
                                    Board may be deemed advisable. Each share of
                                    the capital stock of the  corporation  shall
                                    be nonassessable. The stockholders shall not
                                    possess cumulative voting rights.








<PAGE>



                  DATED this 26th day of June, 1972.

                         RESOURCES UNLIMITED CORPORATION

                         By    /s/ Willard H. Pease, Pres.                      
                               WILLARD H. PEASE, President
                         By   /s/ M. R. Jorgenson, Sec.                       
<PAGE>      FILED             
  IN THE OFFICE OF THE   
SECRETARY OF STATE OF THE         CERTIFICATE OF AMENDMENT    
   STATE OF NEVADA                         OF THE             
                                  ARTICLES OF INCORPORATION        
    JUN 29 1993                              OF                    
      1776-68                  WILLARD PEASE OIL & GAS COMPANY     

     Willard Pease Oil & Gas Company, a Nevada corporation ("Corporation") , by-
its President and Secretary does hereby  certify,  pursuant to the provisions of
Section 78-385 of the Nevada General Corporation Law;

     1. The  directors  of the  Corporation  at a meeting  held by  consent  and
without an actual meeting  effective May 21, 1993, and the  stockholders  of the
Corporation  at the Annual Meeting of  Stockholders  duly held on June 25, 1993,
adopted  the  following  resolutions  to amend  Article IV to the  Corporation's
Articles of Incorporation:

          RESOLVED,   that   Article  IV  of  the   Corporation's   Articles  of
     Incorporation  shall be amended to authorize a class of Preferred  Stock so
     that after such amendment ARTICLE TV shall read as follows:

               ARTICLE IV: The aggregate  number of shares which the Corporation
          shall have authority to issue is 12,000,000, of which 10,000,000 shall
          be common stock,  $0.10 par value ("Common Stock") and 2,000,000 shall
          be preferred stock, $0.01 par value ("Preferred Stock"). Each share of
          Common  Stock  and  Preferred  Stock  of  the  Corporation   shall  be
          nonassessable.  The stockholders  shall not possess  cumulative voting
          rights. The designations, preferences, limitations and relative rights
          of shares of each class are as follows:

               1. Common stock. The rights of holders of Common Stock to receive
          dividends  or to share in the  distribution  of assets in the event of
          liquidation,   dissolution  or  winding  up  of  the  affairs  of  the
          Corporation  shall be  subject  to the  preferences,  limitations  and
          relative rights of the holders of Preferred  Stock. The holders of the
          Common  Stock  shall be  entitled to one vote for each share of Common
          Stock held by them of record at the time for  determining  the holders
          thereof entitled to vote.

               2. Preferred Stock. The Corporation may issue the Preferred Stock
          from time to time in one or more series with


                                - 1 -

<PAGE>


          such distinctive designations,  rights, preferences and limitations as
          the Board of Directors shall determine.  The Board of Directors hereby
          is  expressly  vested  with the  authority  to fix and  determine  the
          relative rights and preferences of each such series of Preferred Stock
          to the fullest extent permitted by these Articles of Incorporation and
          the General Corporation Law of Nevada in respect to the following:

                    (a) The rate of dividend,  the time of payment of dividends,
               when the  dividends are  cumulative,  and the date from which any
               dividends shall accrue;

                    (b)  Whether   shares  may  be  redeemed  and,  if  so,  the
               redemption price and the terms and conditions of redemption;

                    (c) The  amount  payable  upon  shares  in event  of  either
               voluntary or involuntary liquidation;

                    (d)  Sinking  fund or  other  provisions,  if  any,  for the
               redemption or purchase of shares;

                    (e)  The  terms  and  conditions  on  which  shares  may  be
               converted,  if the  shares  of any  series  are  issued  with the
               privilege of conversion; and

                    (f) Voting powers, if any.

               Notwithstanding  the fixing of the number of shares  constituting
          the  particular  series  upon  the  issuance  thereof,  the  Board  of
          Directors  may  at any  time  thereafter  authorize  the  issuance  of
          additional  shares of the same  series  or may  reduce  the  number of
          shares constituting such series.

               The  Board  of  Directors  expressly  is  authorized  to vary the
          provisions  relating  to the  foregoing  matters  between  the various
          series of  Preferred  Stock,  but in all other  respects the shares of
          each  series  shall be of equal rank with each  other,  regardless  of
          series.  All  Preferred  Stock in any one series shall be identical in
          all respects.

                                - 2 -

<PAGE>

     2. The number of shares of the Corporation outstanding and entitled to vote
on the amendment to the Articles of  Incorporation  was 896,986  shares of $0.10
par value common stock.  The amendment to Article IV was approved by the vote of
stockholders  holding a majority of the outstanding  shares of the Corporation's
common stock that were entitled to be voted thereon.

     3. Prior to the adoption of this  Amendment,  the  Corporation had only one
class of voting stock outstanding, the $0.10 par value common stock.

     IN WITNESS  WHEREOF,  the  Corporation  has cuased this  Certificate  to be
signed by its President and its Secretary on June 24, 1993.

                                        WILLARD PEASE OIL & GAS COMPANY


                                        By: /s/ Willard Hl Pease, Jr.
                                           -------------------------------------
                                           Willard H. Pease, Jr.,
                                           President

ATTEST:

/s/ Lily Roeland
------------------------------------
Lily Roeland, Secretary


STATE OF COLORADO )
                  ) ss.
COUNTY OF MESA    )

     On this 24th  dayof  June,  1993,  before me, a Notary  Public,  personally
appeared Willard H. Pease, Jr., and Lily Roeland, who acknowledged that they are
the President and  Secretary,  respectively,  of Willard Pease Oil & Gas Company
and that they have executed the above instrument in such capacities on behalf of
Willard Pease Oil & Gas Company.

     WITNESS my hand and official.

     My commission expires: June 1, 1995

                                        /s/ J. Newton Burkhalter
                                        --------------------------------
                                        Notary Public

S E A L

                                     - 3 -
<PAGE>


        FILED             
  IN THE OFFICE OF THE   
SECRETARY OF STATE OF THE         CERTIFICATE OF AMENDMENT    
   STATE OF NEVADA                         OF THE             
                                  ARTICLES OF INCORPORATION        
    JUN 23 1993                              OF                    
      1776-68                  WILLARD PEASE OIL & GAS COMPANY     

     Willard Pease Oil & Gas Company, a Nevada corporation  ("Corporation") , by
its President and Secretary does hereby  certify,  pursuant to the provisions of
Section 78.385 of the Nevada General Corporation Law:

     1. The directors and a majority of the  stockholders  of the Corporation by
consent  and  without an actual  meeting  effective  May 21,  1993,  adopted the
following  Resolutions  to amend  Article IV to the  Corporation's  Articles  of
Incorporation and adopt the Plan of Recapitalization  attached hereto as Exhibit
A:

          RESOLVED, that the Plan of Recapitalization attached hereto as Exhibit
     A and  incorporated  herein by  reference  ("Plan") , pursuant to which the
     Corporation  shall  effect  a  one-for-five  reverse  stock  split  of  all
     outstanding  shares of common stock of the  Corporation is hereby  approved
     and adopted; and

          FURTHER RESOLVED,  that in accordance with the Plan, Article IV of the
     Corporation's  Article IV of the Articles of Incorporation shall be amended
     as follows:

               ARTICLE IV: The aggregate  number of shares which the Corporation
          shall have  authority to issue is  10,000,000  shares of common stock,
          $0.10 par value  ("Common  Stock").  Each share of Common Stock of the
          Corporation shall be nonassessable. The shareholders shall not possess
          cumulative  voting  rights.  The holders of the Common  Stock shall be
          entitled  to one vote for each  share of Common  stock held by them of
          record at the time for  determining  the holders  thereof  entitled to
          vote.

     2. The number of shares of the Corporation outstanding and entitled to vote
on the amendment to the Articles of Incorporation  was 4,484,929 shares of $0.05
par N,!ilue  common  stock.  The amendment to Article IV and the adoption of the
Plan of  Recapitalization  attached  hereto as  Exhibit A were  approved  by the
written consent of stockholders  holding a majority of the outstanding shares of
the Corporation's common stock that were entitled to be voted thereon.

                                     - 1 -


<PAGE>



     3. In connection with the Amendment to the Articles of  Incorporation,  the
Corporation  adopted a Plan of  Recapitalization  which  effected a one-for-five
(1-for-5) reverse stock split, pursuant to which each share of outstanding $0.05
par value common stock on the effective date of the Amendment, which is the date
on which this  Certificate  of Amendment  is filed with the Nevada  Secretary of
State,  shall  automatically and without further action by a stockholder  become
one-fifth (1/5th) of a share of $0.10 par value common stock. The stated capital
of the  Corporation  will be reduced  as a result of the  reverse  stock  split.
Immediately prior to the Plan of  Recapitalization,  there were 4,484,929 shares
of $0.05 par value common  stock  outstanding  with stated  capital of $224,246.
Following  the  adoption  of  the  Plan  of   Recapitalization   there  will  be
approximately  896,986 shares of $0.10 par value common stock  outstanding  with
stated capital of $89,699.

     4. Upon the date of acceptance of filing of this  Certificate  of Amendment
of the  Articles  of  Incorporation  by the  Secretary  of State of the state of
Nevada,  each holder of record of an outstanding  certificate  or  certificates,
which prior  thereto  represented  shares of the  Corporation"s  $0.05 par value
common stock, will surrender the same to the Corporation's  transfer agent which
shall act as the exchange  agent to effect the exchange of  certificates  in the
manner set forth in the Plan of  Recapitalization  attached hereto as Exhibit A.
Until surrendered for exchange, each certificate shall continue to represent the
adjusted number of shares.

     IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate  to be
signed by its President and its Secretary on June 21, 1993.

                                        WILLARD PEASE OIL & GAS
                                        COMPANY


                                        By: /s/ Willard H. Pease, Jr.
                                            ------------------------------------
                                            Willard H. Pease, Jr.,
                                            President

ATTEST:


/s/ Lily Roeland
-----------------------------------
Lily Roeland, Secretary




                                     - 2 -

<PAGE>


STATE OF COLORADO   )
                    ) ss.
COUNTY OF MESA      )

     On this 21st day of June, 1993,  personally appeared Willard H. Pease, Jr.,
and Lily Roeland,  who  acknowledged  that they are the President and Secretary,
respectively, of Willard Pease Oil & Gas Company and that they have executed the
above  instrument  in such  capacities  on behalf of  Willard  Pease Oil and Gas
Company.

     WITNESS my hand and official.

     My commission expires: June 1, 1995


                                   /s/ J. Newton Burkhalter
                                   --------------------------------
                                   Notary Public

S E A L


                                      - 3 -



<PAGE>


                            PLAN OF RECAPITALIZATION

     The Board of  Directors  and the holders of a majority  of the  outstanding
shares of Willard Pease Oil and Gas Company  ("Company"),  a Nevada corporation,
have adopted a resolution  approving the following Plan of Recapitalization  and
pursuant to which the following actions will be taken on behalf of the Company:

     1.  Amendment  to Articles  of  Incorporation.  The  Company  shall file an
amendment to Article IV of its Articles of Incorporation and as amended, Article
IV shall provide as follows:

          ARTICLE IV: The  aggregate  number of shares  which the Company  shall
     have authority to issue is 10,000,  000 shares of common stock,  $0. 10 par
     value ("Common Stock").  Each share of Common Stock of the Company shall be
     nonassessable. The shareholders shall not possess cumulative voting rights.
     The  holders of the Common  Stock  shall be  entitled  to one vote for each
     share of Common  Stock  held by them of record at the time for  determining
     the holders thereof entitled to vote.

     2. Reverse Share Split.  Each five of the issued and outstanding  shares of
$0.05 par value Common Stock of the Company as of May 21, 1993,  shall,  without
further action,  automatically and without further action by shareholders become
one  share of $0. 10 par value  Common  Stock,  thus  effecting  a  five-for-one
(5-for-1) share reverse split.

     3. No Fractional  5hares. No fraction of a share of the Company's $0.05 par
value Common Stock will be issued as a result of such  reverse  stock split.  In
lieu  thereof,  shareholders  of record  on May 21,  1993,  who would  otherwise
receive a fractional  share as a result of the reverse stock split  described in
the preceding paragraph will be issued one full share in lieu thereof.

     4. Exchange of Share Certificates. Upon the date of acceptance of filing of
this Plan of Recapitalization,  by the Secretary of State of Nevada, each holder
of record of an  outstanding  certificate or  certificates,  which prior thereto
represented  shares of the Company's $0.05 par value Common Stock, will be given
instructions  to surrender the same to the Company's  transfer agent which shall
act as the exchange agent to effect the exchange of  certificates  and each such
shareholder  shall be  entitled  upon  surrender  to  receive  (upon  payment of
handling   and/or  postage   charges)  in  exchange   therefor,   a  certificate
representing  one share of the  Company's $0. 10 par value Common Stock for each
five  shares of $0.05 par value  Common  Stock  owned on the record date and any
additional  shares  issuable  as a  result  of  the  rounding  described  in the
preceding paragraph.


                                     1                                 Exhibit A



<PAGE>



     5. Old Certificates to Represent  Reduced Number of Shares Until Exchanged.
Until so surrendered,  each outstanding  certificate which, prior to the date of
filing of this Plan of  Recapitalization  with the  Secretary of State of Nevada
represented  shares of the  Company's  $0.05 par value  Common  Stock,  shall be
deemed for all  corporate  purposes to  evidence  the  ownership  of the reduced
number of shares of the  Company's  $0. 10 par value  Common  Stock to which the
holder is entitled as a result of the reverse stock split.

     6. Change in Stated  Capital.  The stated  capital of the  Company  will be
reduced by this  recapitalization.  The stated capital of the Company,  based on
4,484,929 shares of $0.05 par value Common Stock  outstanding on May 21, 1993 is
$224,246. Upon effectiveness of the Plan of Recapitalization, the stated capital
would be  $89,699  based on  896,986  shares of $0. 10 par  value  Common  Stock
outstanding.

     7. Directors May Abandon Plan. Upon the vote of a majority of the Company's
directors that such action is in the best interests of the  Corporation  and its
shareholders,  the  directors  shall  be  authorized  to  abandon  the  Plan  of
Recapitalization at any time prior to the filing of the Certificate of Amendment
with the Secretary of State of Nevada.









                                       2                               

                                                  M. R. JORGENSON, Secretary