EXHIBIT 3.1

                     PHOENIX INTERNATIONAL INDUSTRIES, INC.

                                   (FORMALLY)


                       TRIDENT ENVIRONMENTAL SYSTEMS INC.
                               FLORIDA CORPORATION

                     FEDERAL EMPLOYER IDENTIFICATION NUMBER:
                                   59-2564162


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                            ARTICLES OF INCORPORATION
                                       OF
                              HYDROBAC CORPORATION

The undersigned subscribes ... to these Articles of Incorporation to form a
corporation for profit under the law of the State of Florida.

ARTICLE I

The name of the corporation shall be:

Hydrobac Corporation

and its initial post office address and its principal office for the conduct
of business is:

6500 Jarvis Road
Sarasota, Florida 33483

The initial registered agent for this corporation is Donald M. Nodholm, 6500
Jarvis Road, Sarasota, Florida 33483.

The Board of Directors may from time to time move the principal office to any
other address in Florida or replace the initial registered agent and appoint a
successor registered agent.

ARTICLE II

The general nature of the business to be transacted by this corporation is:

(a) To invest in, own, control and manage a business, and to develop,
manufacture and market new commercial bacteria for a profit.

(b) To buy, sell, purchase, acquire, convey, mortgage or transfer in any manner
whatsoever or retain in any manner whatsoever money, stocks, bonds, realty or
any other property in any manner not prohibited by law.

(c) To carry on any and all business as manufacturers, producers, merchants,
wholesalers and retailers, importers and exporters, generally without limitation
as to class of products and merchandise, and to manufacture, produce, adapt,
prepare, buy, sell, and otherwise deal in any materials, articles or things
required in connection with or incidental to the manufacture, production and
dealing in such products.


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(d) To build and construct any property in any manner not prohibited by law, and
to engage in every aspect and phase of construction or contracting work with any
material or materials whatsoever and in any manner whatsoever.

(e) To such extent as a corporation organized under The Florida General
Corporations Act may now or hereafter lawfully do, to do, and for the
accomplishment of any of the purposes or the attaining of any of the objects
enumerated in these Articles of Incorporation, or any amendments thereof, either
as principal or agent, and either alone or in connection with other firms, or
agent, and either alone or in connection with other firms, corporations or
individuals, all and every thing necessary, suitable, convenient, or proper for,
or in connection with, or incidental to, the accomplishment of any of the
purposes or the attainment of any one or more of the objects herein enumerated,
or designed directly or indirectly to promote the interest of this corporation
or to enhance the value of its property, and, in general, to engage in and carry
on any and every lawful business in any manner whatsoever not prohibited by law,
whether or not the same be necessary or incidental to the attainment of the
objects of this corporation, or whether or not such business is similiar in
nature to the objects set forth in these Articles of Incorporation, or any and
all powers, rights, and privileges which a corporation may now or hereafter be
organized, authorized or empowered to do or exercised under the Florida General
Corporations Act, or under any Act amendatory thereto, supplemental thereto or
subsititued thereof.

(f) The foregoing paragraphs shall be construed as enumerating the purposes,
objects and powers of this corporation, and no recitation, expression or
declaration of specific powers or purposes herein enumerated shall be deemed to
be exclusive, but it is hereby expressly declared that all other lawful powers
not inconsistent herewith are hereby included.

ARTICLE III

The maximum number of shares of stock of this corporation which it is authorized
to have outstanding at any one time is 100,000 shares of common stock at $0.01
par value. Said capital stock shall be non-assessable and shall be payable in
lawful money of the United States or in property, labor, or in services at a
JUST VALUATION TO BE FIXED by the stockholders at a meeting duly convened and
held. The minimum capital with which this corporation shall begin business is
ONE THOUSAND DOLLARS ($1,000.00).

ARTICLE IV

If the holder of any share or shares of the stock of this corporation desires to
dispose of the same or any part thereof, he shall not transfer or otherwise
dispose of the same to any person unless and until he has first given the
corporation the right to purchase such stock at book value. Said notice shall be
given in writing by the person desiring to dispose of such stock to the
corporation and the corporation shall have thirty (30) days in which to exercise
its right to purchse, such holder of any share or shares of the capital STOCK
DESIRING TO DISPOSE OF the same shall not transfer or otherwise dispose of the
same to any person unless and until he has first given the stockholders of the
corporation the right to purchase the same as herein provided. The stockholder
so desiring to dispose of all or any part of his stock shall give written notice
of such desire to each of the other stockholders of the corporation at their
addresses as shown on the books of the corporation, stating the number of shares
he desires to sell. Each of the other stockholders shall be entitled to purchase
an equal amount of the stock so offered for sale at book


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value within thirty (30) days after the service of such notice upon the last
stockholder is served. In the event that any one or more of the other
stockholders does not desire to purchase his share of the stock offered for
sale, his or their right to purchase shall inure to the benefit of the remaining
other stockholders. In such notice to exercise their option to purchase the
stock offered for sale, the other stockholders shall state the amount of such
stock which they desire to purchase; and upon receipt of such notice of
intention to purchase; and upon receipt of such notice of intention to purchase,
the stockholder offering the stock for sale shall forthwith sell, assign,
transfer and set over his shares are so transferred in the proportionate amount
requested by each, and the stockholders to whom the shares are so transferred
shall at the time pay to the seller as and for the purchase price thereof an
amount equal to the book value of the stock at the time of such transfer.

In the event that only one of the stockholders desires to exercise his option to
purchase as provided for herein, such other stockholder shall have the right to
purchase the entire amount of stock offered for sale. In the event that two of
the other stockholders elect to purchase only a portion of the stock to which he
is entitled, the remaining other stockholders shall have the right to purchase
the balance of the stock to which he is entitled. In the event that neither the
corporation nor any of the stockholders shall elect to purchase such stock
offered for sale, the holder thereof may sell and transfer the same within six
(6) months from the date of giving such notice to such person at such price as
he may see fit. Said person or persons acquiring the same shall in his or their
turn hold such stock again subject to all terms and conditions herein contained.
If such sale be not made within said period of six (6) months, no sale shall be
made without again giving notice and offering to the corporation and the other
stockholders as herein provided.

Nothing herein contained shall be construed to prevent any stockholders of the
corporation from pledging their stock as security for a debt or obligation; in
the event that such debt is foreclosed, the person acquiring such stock by such
foreclosure shall hold the stock subject to the terms and conditions contained
herein and shall immediately give the other stockholders of this corporation as
herein provided an option to purchase of the shares so acquired at the price and
under the terms hereinabove provided.

Nothing herein contained shall be construed as preventing a stockholder from
transferring his shares of stock to any person, firm or corporation or trust
with the consent of the stockholders at the first meeting of the stockholdrs or
upon written consent of all stockholders or at any other stockholder's meeting
after notice has been given in writing to all of the other stockholders at their
addresses as shown on the books of the corporation, advising the nature of the
proposed transfer.

ARTICLE V

In the event of an issue of non-issued capital stock or of new stock, should the
stock be increased, the existing stockholders at the time of such issue shall
have the right to subscribe for and to purchase such stock so issued in a number
of shares proportionate to the amount owned at the time of said subsequent
issue. In the event that one or more of the stockholders shall fail or refuse to
exercise their option, his or their right to subscribe shall inure to the
benefit to the other stockholders. Written notice of the intention to issue
non-issued capital stock or new stock shall be given by the corporation to all
stockholders and the stockholders shall notify the corporation of their
intention to subscribe within sixty (60) days after such notice.


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ARTICLE VI

The term for which this corporation shall exist shall be perpetual and the
business of the corporation shall be conducted, carried on and managed by the
officers of this corporation and a Board of Directors composed of one (1) or
more members, which number may be altered from time to time by the By-Laws of
this corporation within the limitations prescribed by law.

The officers of this corporation shall be a President and any other officer the
Board of Directors may seem expedient. Any two or more offices except President
and Secretary may be hold by the same person.

ARTICLE VII

The name nd post office addresses of the original subscribers to these Articles
of Incorporation, the officers, and the member of the first Board of Directors
of this corporation, who, subject to the provisions of these Articles of
Incorporation, the By-Laws and the laws of the State of Florida, shall hold
office until the first annual meeting of the corporation, or until successors
are elected and have been QUALIFIED, ARE as follows:

      Name  Address     Office

      DONALD M. NODHOLM 6500Jarvis Road   President
            Sarasota, Florida
            33583

ARTICLE VIII

No contract, act or transaction of this corporation with any person or persons,
firm or other corporation,in the absence of fraud or wrongdoing, shall be
affected or invalidated by the fact that any director of this corporation is a
party to or interested in such contract, act or transaction, or in any way
connected with such person, persons, firm or corporation, and each and every
person who may become a director of this corporation is hereby relieved from any
liability that might otherwise exist from thus contracting with this corporation
for the benefit of himself or any other firm, association or corporation in
winch he may in anyway be interested. Any director of this corporation may vote
upon any contract or other transfaction between the corporation and any
subsidiary or controlled company without regard to the fact that he is also a
director of such subsidiary or controlled company.

ARTICLE IX

These Articles of Incorporation of this corporation may be amended, changed,
altered or repealed in the manner now or hereafter prescribed by the Florida
Statutes and all rights conferred upon stockholders herein are granted subject
to this reservation.

IN WITNESS WHEREOF, the Incorporator has subscribed his name this 18 day of
July, 1985.

Donald M.Nodholm, Incorporator


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STATE OF FLORIDA  )
      )     as
COUNTY OF SARASOTA), to-wit:

I hereby certify that on this day before me, a notary public duly authorized in
the state of Florida and County of Sarasota to take acknowledgments, personally
appeared to me known to be the person, DONALD M. NODHOLM, described as the
Incorporator to the foregoing Articles of Incorporation and who executed the
same, and acknowledged before me that he signed those Articles of Incorproation.

Witness my hand and official seal in the County and State named above this 18
day of July, 1985.

N O T A R Y  P U B L I C

WITNESS my respective hand and seal this 18 day of July, 1985.


                              AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

                             OF HYDROBAC CORPORATION

The name of this corporation is HYDROBAC CORPORATION, and such name remains
unchanged. These Amended and Restated Articles of Incorporation of HYDROBAC
CORPORATION have been duly adopted by the Board of Directors of this
corporation, pursuant to Section 607.194, Florida Statutes, as amended.
Amendments to the original Articles of Incorporation of this corporation as
included herein have been adopted pursuant to Section 607.181 and Section
607.194 (4), Florida statutes, as amended. There is no discrepancy between these
Amended and Restated Articles of Incorporation and the original Articles of
Incorporation of this corporation other than the inclusion of amendments so
adopted and the omission of matters of historical interest.

ARTICLE I - EXISTENCE

This corporation, having commenced existence upon the filing of its original
Articles of Incorporation on July 22, 1985, shall continue such existence and
shall, upon the filing of these Amended and Restated Articles of Incorporation
with the Department of State of the State of Florida, be governed hereby.

ARTICLE II - PURPOSE

The general purpose for which this corporation is organized shall be the
transacting of any or all lawful business for which corporations may be
incorporated un the provisions of Chapter 607, Florida Statutes.


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ARTICLE III - AUTHORIZED SHARES

A. COMMON STOCK. This Corporation is authorized to issue Ten Million
(10,000,000) Shares of Common Stock, each having a par value of $.001. The
adoption of this amended article is intended to effect a reclassificaton of the
authorized and outstanding shares of common stock of the Corporation.
Accordingly, each share of common stock of the Corporation, $.01 par value,
authorized and outstanding as of the date of the adoption of this amended
article shall be reclassified into One Hundred (100) Shares of Common Stock of
the Corporation, $.001 par value. Certificates evidencing the ownership of
shares of common stock outstanding as of the date of the adoption of this
amended article shall be surrendered to the Corporation and canceled, and the
Corporation shall promptly issue replacement certificates to the holders thereof
evidencing ownership of appropriate numbers of shares of reclassified common
stock of the Corporation, $.001 par value.

B. OTHER SECURITIES. Upon the sole authority of the Board of Directors of the
corporation, the corporation may issue warrants, options, rights of subscription
and other instruments vesting in the holders thereof the right to purchase the
authorized but unissued capital stock of the corporation as authorized by this
Article and as may be authorized by these Amended and Restated Articles of
Incorporation as amended from time to time.

ARTICLE IV - REGISTERED OFFICE AND AGENT

The street address of the registered office of this corporation shall continue
to be 6500 Jarvis Road, Sarasota, Florida, 33583, and the name of the registered
agent of this corporation at that address shall continue to be Donald M.
Nodholm.

ARTICLE  V - BOARD of DIRECTORS

This corporation shall hereafter have three (3) directors. The number of
directors may be increased from time to time by the Bylaws. The names and
addresses of the directors of this corporation are:

Name  ADDRESS


Donald M. Nodholm  6500 Jarvis Road
      Sarasota, Florida 33583

John T. Goorley    3206 Highland Terrace West
      Austin, Texas 78731

Peter E. Kent      4358 Trails Drive
      Sarasota, Florida 33482


The foregoing persons shall serve as the directors of this corporation until the
next annual meeting of the shareholders or until their successors are elected
and qualified.


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ARTICLE VI - BYLAWS

The power to adopt, alter, amend or repeal Bylaws of this corporation shall be
vested in either the Board of Directors or shareholders; provided, however, that
the Board of Directors may not alter, amend or repeal any Bylaw adopted by the
shareholders if the shareholders specifically provide that the Bylaw is not
subject to alteration, amendment or repeal by the Board of Directors.

ARTICLE VII - INDEMNIFICATION

The corporation shall indemnify any officer or director, or any former officer
or director, to the full extent permitted by law.

ARTICLE VIII - ADOPTION of AMENDMENTS

The amendments to the original Articles of Incorporation of this corporation
included herein have been adopted by all of the directors of the corporation and
all of the shareholders of the Corporation entitled to vote thereon, by written
action pursuant to Section 607.181, Florida Statutes, effective February 7,
1986.

IN WITNESS WHEREOF the undersigned President and Assistant Secretary of this
Corporation have executed these Amended and Restated Articles of Incorporation
this 13 day of MARCH, 1986.

      HYDROBAC CORPORATION
      By
            DONALD M. NODHOLM
            Its President
Attest:

JOHN H.LEWIS,
Assistant Secretary

STATE OF FLORIDA  )
COUNTY OF SARASOTA )

Before me, personally appeared DONALD M. NODHOLM, to me well known and known to
me to be the person described as President of Hydrobac Corporation, and who
executed the foregoing Amended and Restated Articles of Incorporation, and who
acknowledged the execution to be his free acts and deed as such officer for the
purposes therein expressed.

Witness my hand and official seal this 13 day of March, 1986.

      NOTARY PUBLIC
      My Commission Expires:

The undersigned, having been designated in the foregoing Amended and Restated
Articles of Incorporation to continue to serve as Registered Agent, hereby
agrees to accept said designation.

      DONALD M. NODHOLM