Exhibit 4.2

                                STATE OF DELAWARE

                                     [SEAL]

                          OFFICE OF SECRETARY OF STATE
                                   ----------

     I, MICHAEL  HARKINS,  SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE  CERTIFICATE OF AMENDMENT
OF CENTURY PACIFIC  CORPORATION FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF
AUGUST, A.D. 1986, AT 9 O'CLOCK A.M.


  [SEAL]                                       /s/ Michael Harkins
862340137                               -----------------------------------
                                        Michael Harkins, Secretary of State

                                        AUTHENTICATION:     :0932637
                                                  DATE:     09/03/1986
<PAGE>
                              ARTICLES OF AMENDMENT
                                       OF
                           CENTURY PACIFIC CORPORATION


     Pursuant to Section 242 of the Delaware  General  Corporation  Law, Century
Pacific  Corporation,  a Delaware  corporation  incorporated  December 29, 1982,
hereby amends its Certificate of Incorporation as follows:

     1.  Paragraph  A  of  Article   Fourth  of  the  Restated   Certificate  of
Incorporation shall hereafter read as follows:

          "A. CAPITAL STOCK. The total number of shares of stock which this
     Corporation  shall  have  authority  to issue is 17  million.  Of said
     shares 12 million shall be Common Stock, par value $.04 per share, and
     5 million shall be Preferred Stock, par value $.05 per share."

     2. Article Fifth of the Certificate of  Incorporation  is hereby amended to
add the following paragraph as paragraph D thereto.

          "D. Director Liability. No director shall have personal liability
     to the corporation or its stockholders for monetary damages for breach
     of fiduciary duty as a director,  provided that this  provision  shall
     not  eliminate or limit the liability of a director (i) for any breach
     of  the  director's   duty  of  loyalty  to  the  Corporation  or  its
     stockholders,  (ii) for acts or  omissions  not in good faith or which
     involve  intentional  misconduct or a knowing  violation of law, (iii)
     under section 174 of the Delaware General  Corporation law or (iv) for
     any transaction from which the director  derived an improper  personal
     benefit."

     3. These  amendments  were approved by the consent of all  stockholders  in
lieu of a meeting  pursuant to Section  228 of  Subchapter  VII of the  Delaware
General Corporate Law.

     IN WITNESS WHEREOF I hereby certify that the foregoing amendments have been
duly adopted in accordance  with  Sections 228 and 242 of they Delaware  General
Corporation Law and hereunto subscribe my name this day of August, 1986.


                                        /s/ Carlton V. Phillips
                                        ------------------------------
                                        Carlton V. Phillips, President

ATTEST:
/s/ Carl J. Gottlieb
Carl J. Gottlieb, Secretary
<PAGE>
                            CERTIFICATE OF AMENDMENT

                                       TO

                          CERTIFICATE OF INCORPORATION

                                       OF

                      CENTURY PACIFIC FINANCIAL CORPORATION


Pursuant to the  provisions  of Section 242 of  Subchapter  VII of the  Delaware
General Corporation Law, as amended,  Century Pacific Financial  Corporation,  a
Delaware  corporation   incorporated   December  29,  1982,  hereby  amends  its
Certificate of  Incorporation  as set forth in the amendment  herein,  which was
duly adopted in accordance with the provisions of said section.

       Article Fourth, paragraph A, is hereby amended to read as follows:

"A. Capital Stock. The total number of shares of all classes of stock which this
Corporation  shall have the  authority  issue is  one-hundred  and five  million
(105,000,000), of which one-hundred million (100,000,000) shares shall be Common
Stock,  $.04 par value, and five million  (5,000,000)  shares shall be Preferred
Stock, $.05 par value."

IN WITNESS  WHEREOF,  the undersigned  officers have signed this  Certificate of
Amendment to the  Certificate  of  Incorporation  of this 17th day of September,
1996.


                                           -------------------------------------
                                           Carlton  V.  Phillips, President


ATTEST:


------------------------------------
Gladys M. Phillips, Ass't Secy



IN WITNESS WHEREOF,  said CENTURY PACIFIC  FINANCIAL  CORPORATION has caused its
corporate  seal to be  hereunto  affixed  and this  certificate  to be signed by
Carlton V. Phillips its authorized  officer this  seventeenth  day of September,
1996.

                       ----------------------------------
                         CARLTON V. PHILLIPS, PRESIDENT
<PAGE>
                                STATE OF DELAWARE

                                     [SEAL]

                          OFFICE OF SECRETARY OF STATE

                                   ----------

     I, MICHAEL  HARKINS,  SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY  THE  ATTACHED IS A TRUE AND CORRECT  COPY OF THE  CERTIFICATE  OF STOCK
DESIGNATION  OF  CENTURY  PACIFIC  CORPORATION  FILED  IN  THIS  OFFICE  ON  THE
TWENTY-FIRST DAY OF JULY, A.D. 1986, AT 9 O'CLOCK A.M.



  [SEAL]                                       /s/ Michael Harkins
862020261                               -----------------------------------
                                        Michael Harkins, Secretary of State

                                        AUTHENTICATION:     :0908937
                                                  DATE:     08/09/1986
<PAGE>
         CERTIFICATE OF DESIGNATION, PREFERENCES, RIGHTS AND LIMITATIONS
                                       of
                Series A Cumulative Convertible Preferred Stock,
                            Par Value $.05 Per Share,
                                       of
                           CENTURY PACIFIC CORPORATION

          Pursuant to Section 151 of the General Corporation Law of the
                                State of Delaware

     Century Pacific Corporation ("the  Corporation"),  a corporation  organized
and existing under the General  Corporation  Law of the State of Delaware,  does
hereby certify:

     That  pursuant to  authority  conferred  upon the Board of Directors by the
Restated  Certificate of  Incorporation  of the  Corporation and pursuant to the
provisions of Section 151 of the Delaware General Corporation Law, said Board of
Directors,  at a meeting  duly  called  and  noticed  on July 15,  1986 at which
meeting a quorum  was  present  and  acting  throughout,  adopted  a  resolution
creating  an  additional  200,000  shares  of  Series A  Cumulative  Convertible
Preferred Stock, par value .05 per share, which resolution is as follows:

          RESOLVED,  that pursuant to the authority  expressly  granted and
     vested in the Board of Directors  of this  Corporation  in  accordance
     with the provisions of its Restated  Certificate of Incorporation  and
     pursuant to the provisions of Section 151 of the Delaware  Corporation
     Law, the Series A Cumulative  Convertible  Preferred  Stock ("Series A
     Preferred")  per value  $.05 per  share,  created  at a meeting of the
     Board of  Directors  on September  25,  1985,  is hereby  increased by
     200,000  shares,  bringing the aggregate  number of Series A Preferred
     shares created to 1,700,000.

     The  designation,  preferences,  rights and  limitations  of the additional
200,000  shares of Series A Preferred  shall be identical to those stated in the
Certificate of  Designation,  Preferences,  Rights and  Limitations as executed,
acknowledged,  filed and recorded in the Office of the Secretary of State of the
State of Delaware on January 13, 1986.

     IN WITNESS  WHEREOF,  the  Corporation  has caused its corporate seal to be
hereunto affixed and this Certificate to be executed by its President and by its
Secretary on this July 15, 1986.

                                                     /s/ Carlton V. Phillips
                                                     ---------------------------
                                                     President

                                                     /s/ Carl J. Gottlieb
                                                     ---------------------------
                                                     Secretary
<PAGE>
STATE OF ARIZONA     )
                     ) ss. ACKNOWLEDGEMENT
County of Maricopa   )


     On this date,  before me, a Notary Public,  personally  appeared CARLTON V.
PHILLIPS,  known to me or  satisfactorily  proven to be the person whose name is
subscribed to this instrument,  and  acknowledged  that he executed the same for
the principal named and in the capacity indicated.

                                                     /s/ Cheryl D. Brown
                                                     ---------------------------
                                                     Notary Public

My Commission Expires:

My Commission Expires April 9, 1989
-----------------------------------


STATE OF ARIZONA     )
                     ) ss. ACKNOWLEDGEMENT
County of Maricopa   )


     On this  date,  before me, a Notary  Public,  personally  appeared  CARL J.
GOTTLIEB,  known to me or  satisfactorily  proven to be the person whose name is
subscribed to this Instrument,  and  acknowledged  that he executed the same for
the principal named and in the capacity indicated.

                                                     /s/ Cheryl D. Brown
                                                     ---------------------------
                                                     Notary Public

My Commission Expires:

My Commission Expires April 9, 1989
-----------------------------------
<PAGE>
                                STATE OF DELAWARE

                                     [SEAL]

                          OFFICE OF SECRETARY OF STATE

                                   ----------

     I, MICHAEL  HARKINS,  SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY  THE  ATTACHED IS A TRUE AND CORRECT  COPY OF THE  CERTIFICATE  OF STOCK
DESIGNATION  OF  CENTURY  PACIFIC  CORPORATION  FILED  IN  THIS  OFFICE  ON  THE
THIRTEENTH DAY OF JANUARY, A.D. 1986, AT 10:01 O'CLOCK A.M.


  [SEAL]                                         /s/ Michael Harkins
860130164                               -----------------------------------
                                        Michael Harkins, Secretary of State

                                        AUTHENTICATION:     :0717267
                                                  DATE:     01/17/1986


<PAGE>
         CERTIFICATE OF DESIGNATION, PREFERENCES, RIGHTS AND LIMITATIONS
                                       of
                Series A Cumulative Convertible Preferred Stock,
                            Par Value $.05 Per Share,
                                       of
                           CENTURY PACIFIC CORPORATION

          Pursuant to Section 151 of the General Corporation Law of the
                                State of Delaware

     Century  Pacific  Corporation,   hereinafter  called  the  Corporation,   a
corporation  organized  and existing  under the General  Corporation  Law of the
State of Delaware, does hereby certify:

     That,  pursuant to authority  conferred  upon the Board of Directors by the
Restated  Certificate of Incorporation  of the Corporation,  and pursuant to the
provisions  of  Section  151 of the  Delaware  Corporation  Law,  said  Board of
Directors,  at a  meeting  duly  held an  September  25,  1985,  duly  adopted a
resolution providing for the issuance of 1,500,000 shares of Series A Cumulative
Convertible  Preferred Stock,  par value $.05 per share,  which resolution is as
follows:

     RESOLVED,  that pursuant to the authority  expressly  granted and vested in
the Board of Directors of this  Corporation in accordance with the provisions of
its Restated  Certificate of  Incorporation,  a serves of Preferred Stock of the
Corporation  be and it hereby is created,  said  series to consist of  1,500,000
shares of which the preferences and relative,  participating,  optional or other
special rights,  and the  qualifications,  limitations or  restrictions  thereof
shall be as follows:

                                   DESIGNATION

     (a) The distinctive serial designation of the series is Series A Cumulative
Convertible  Preferred  Stock,  par  value  $.05 per share  (hereinafter  called
"Series A Preferred").

                                     VOTING

     (b)(1)  Holders of shares of Series A  Preferred  shall not be  entitled to
vote,  except as provided in subparagraphs  (2) and (3) of this paragraph (b) or
by present or future law otherwise specifically provided.

     (2) If  payment  of  eight  or more  quarterly  dividends  (whether  or not
consecutive)  payable an Series A Preferred shall be in default,  in whole or in
part,  the  holders of shares of Series A  Preferred  (in  addition to any other
rights of holders of shares of any series of Preferred Stack to vote,  including
any  right to vote  with  the  holders  of  Common  Stack  for the  election  of
directors)  shall be entitled,  until such time as all such dividends in default
have  been  paid in  full,  at  each  annual  meeting  of  stockholders,  voting
separately as a class,  to elect one of the directors  then being  elected.  If,
while the  holders of shares of Series A  Preferred  as a class are  entitled to
<PAGE>
vote for the election of such  director,  any vacancy  occurs of the director to
elected by the holders of shares of Series A Preferred the Corporation shall, as
soon as possible,  call (on at least 20 days'  notice) a special  meeting of the
holders of shares of Series A Preferred having the right to vote at such meeting
for the  purpose  of filling  such  vacancy  in the Board of  Directors.  If the
Corporation  fails to call such a meeting within 30 days after a written request
by any three or more holders of shares of Series A Preferred, then such three or
more  holders  of  shares of  Series A  Preferred  may call (on at least 20 days
notice) a special meeting of the holders of shares of Series A Preferred  having
the right to vote for election of a director at such  meeting for such  purpose,
and it may be  filled  at such  meeting  by the  holders  of  shares of Serves A
Preferred, voting separately as a class.

     (3) The  affirmative  vote of the  holders  of at least  two-thirds  of the
shares of Series A Preferred,  voting separately as a class,  given in person or
by proxy at any special or annual meeting called to take action  thereon,  shall
be  necessary  to permit,  effect or  validate  any  amendment  of the  Restated
Certificate  of  Incorporation  of the  corporation  to (i) exclude or limit the
right of the holders of Series A Preferred to vote as specified  herein,  except
as such  right may be limited by voting  rights  given to new shares  then being
authorized of any new class or serves of Preferred  Stock;  (ii) reduce the rate
or change the time for  accumulation  or payment of  dividends  on the shares of
Series A Preferred;  (iii) cancel or otherwise  adversely affect dividends which
have  accrued but have not been  declared  on the shares of Serves A  Preferred;
(iv) effect a conversion, exchange or reclassification of the shares of Series A
Preferred;  (v) change the  designation,  preferences,  limitations,  conversion
rate, call provisions or relative rights of the shares of Series A Preferred; or
(vi) change  shares of Serves A Preferred  then  outstanding  into a  difference
number of shares,  or into the same number of shares of another class or series.
Nothing  herein  shall be deemed to  restrict or limit the right of the Board of
Directors of the Corporation to create,  or authorize the Board to create, a new
class or series of Preferred  Stock having,  or convertible  into shares having,
rights  or  preferences  prior or  superior  to those of the  shares of Serves A
Preferred,  or increase such rights or preferences of any  outstanding  class or
series of shares  other than shares of junior  stock  (which  shall mean for the
purposes of this resolution the Common Stock and any other class of stock of the
Corporation   hereafter  authorized  over  which  the  Series  A  Preferred  has
preference  or priority in the payment of  dividends or in the  distribution  of
assets  an any  dissolution,  liquidation  or  winding  up of the  Corporation);
provided that the Board of Directors of the Corporation shall not have the right
to issue any shares with equal,  prior or superior rights to those of the Serves
A Preferred as a dividend or distribution on any such junior stock.

                               DIVIDEND PREFERENCE

     (c)(1) The  holders of shares of Series A  Preferred  shall be  entitled to
receive, out of funds legally available therefor, cumulative cash dividends of a
limited and  preferential  nature at a rate of $.045 per share per annum, and no
more, payable quarterly on the tenth day of March, June,  September and December
commencing  June 10,  1986,  as and when  declared  by the  Board of  Directors.
Dividends  on each share of Series A  Preferred  shall be  cumulative  and shall
commence  to accrue  from the date of the  original  issuance  of shares of this
series. Accumulations of dividends shall not bear interest.
<PAGE>
     (2) No dividend shall be paid or declared on any junior stock, other than a
dividend  payable  in junior  stock,  nor shall  any  shares of junior  stock be
acquired for a  consideration  by the  Corporation or by any  subsidiary  (which
shall mean any corporation or entity,  the majority of the voting power to elect
directors of which is held directly or indirectly  by the  Corporation),  unless
all  dividends  on the Series A Preferred  accrued  for all past  quarter-yearly
dividend  periods  shall have been paid and unless,  in the case of dividends on
any junior  stock,  the full  dividends  on the Series A Preferred  for the then
current quarter-yearly  dividend period provided in accordance with subparagraph
(1) of this paragraph (c) shall have been or shall then be paid or declared. The
foregoing  restrictions shall be inapplicable to any payment of dividends on, or
acquisition  of shares of,  junior stock prior to June 10, 1986.  The  foregoing
restriction on acquisition  of shares of junior stock shall be  inapplicable  to
any payments in lieu of issuance of fractional  shares thereof  whether upon any
merger, conversion, stock dividend or otherwise.

     (3) If  dividends  on any shares of series A Preferred  are not declared in
full,  then such  dividends  as are  declared  shall be declared  ratably on all
shares of Series A Preferred in proportion to the respective  unpaid  cumulative
dividends, if any, to the end of the then current dividend period.

                             LIQUIDATION PREFERENCE

     (d)(1) In the event of any  liquidation,  dissolution  or winding up of the
Corporation,  whether  voluntary  or  involuntary,  the  holder of each share of
Series A  Preferred  then  outstanding  shall be  entitled to be paid out of the
assets of the Corporation  available for distribution to its stockholders before
any distribution or payment shall be made to the holders of any junior stock, an
amount  equal to the sum of (i) $.50  per  share  plus  (ii) an  additional  sum
computed at the rate of $.045 per share per annum,  for the period from the date
on which  dividends on such share became  cumulative  to and  including the date
fixed for such payment,  less the  aggregate of dividends  that on or before the
date fixed for such  payment  shall have been pond or declared and set aside for
payment,  but  computed  without  interest.  If the  assets  of the  Corporation
available for distribution to its  stockholders  shall be insufficient to pay in
full all amounts to which the holders of Series A Preferred  are  entitled,  the
amount available for distribution to the holders of shares of Series A Preferred
shall be shared pro rata by them.

     (2) Notice of any  payment in full  pursuant  to  subparagraph  (1) of this
paragraph  (d) shall be given by  publication  at least once in a  newspaper  of
general  circulation  in the City of  Phoenix,  Arizona,  printed in the English
language and customarily  published on each business day, such publication to be
not more  than 60 days  and not less  than 30 days  prior to the  payment  date.
Notice of such  payment  shall also be given in the same manner as provided  for
mailing notice of redemption in subparagraph (2) of paragraph (e) as if the date
for payment were the date fixed for redemption  referred to in said subparagraph
(2),  except that such notice shall be marled not less than 30 days prior to the
date fixed for  payment.  Neither  failure  to  publish or mail such  notice nor
defect  therein  or in the  publication  or  mailing  thereof  shall  affect the
validity of the proceedings for such payment.
<PAGE>
     (3) For the purposes of thus  paragraph (d), a  consolidation  or merger of
the Corporation with any other  corporation shall not constitute or be deemed to
constitute a liquidation, dissolution or winding up of the Corporation.

                                   REDEMPTION

     (e)(1) The Corporation may, at its option, at any time or from time to time
on or after  October  1,  1986  redeem  the  whole  or any part of the  Seines A
Preferred  outstanding  at  the  time  of  redemption,   upon  notice  given  as
hereinafter  specified,  by paying in cash the following  redemption  prices per
share:

       Redemption                                        Redemption Price
      on or before                                           per Share
      ------------                                           ---------
     October 1, 1987...................................      $  .53
     April 1, 1988.....................................         .525
     October 1, 1988...................................         .52
     April 1, 1989.....................................         .515

and  thereafter  at a  redemption  price  per  share of $.50,  together  with an
additional sum, for each share so to be redeemed,  computed at the rate of $.045
per  share per annum for the  period  from the date on which  dividends  on such
share became  cumulative to and  including  the date fixed for such  redemption,
less the  aggregate of the  dividends  that on or before the date fixed for such
redemption  shall  have been paid or  declared  and set aside for  payment,  but
computed without interest.  Notwithstanding  the foregoing,  the Corporation may
not redeem less than the whole of the Series A Preferred at the time outstanding
unless all  dividends  on the  Series A  Preferred  for all past  quarter-yearly
dividend periods shall have been paid or declared and set aside for payment.

     (2) Notice of any such  redemption  pursuant to this paragraph (e) shall be
deemed given if mailed by certified  mail,  return receipt  requested,  not less
than 90 days  prior to the date fixed for  redemption,  to each  stockholder  of
record of shares so to be  redeemed at his address as it appears on the books of
the  Corporation.  Neither  failure to mail such notice nor defect therein or in
the  mailing  thereof  shall  affect the  validity  of the  proceedings  far the
redemption of any shares so to be redeemed.

     (3) If only part of the Series A Preferred at the time outstanding is to be
redeemed,  the  selection of the shares to be redeemed may be made pro rata,  by
lot or in any other  equitable  manner.  The Board of  Directors  shall have the
power to prescribe the manner in which the selection is to be made.

     (4)  Redemption  of any  share  of  Series A  Preferred  shall  effect  the
cancellation of such share.

                                    DEPOSITS

     (f)(1)  If  notice  of  payment  in full to  holders  of shares of Series A
Preferred  of the  amounts  to  which  they  are  entitled  to  accordance  with
subparagraph  (2) of paragraph (d) or notice of  redemption  in accordance  with
sub-paragraph  (2) of paragraph (e) shall have been given or if the  corporation
<PAGE>
shall  have  given  to  the  bank  or  trust  company  hereinafter  referred  to
irrevocable  authority  promptly to give or complete  such notice,  and if on or
before the  payment  date,  or  redemption  date  specified  therein,  the funds
necessary  for such  payment  or  redemption  shall have been  deposited  by the
Corporation  with a bank or trust company in good  standing,  designated in such
notice, organized under the laws of tie United States of America or of the State
of  Arizona,  in trust for the pro rata  benefit  of the  holders  of the shares
entitled to such payment or so called for redemption,  as the case may be, then,
notwithstanding  that any  certificate for shares entitled to such payment or so
called for redemption,  as the case may be, shall not have been  surrendered for
cancellation,  from and after the time of such deposit by the  Corporation,  all
such  shares  shall  be  deemed  no  longer  to be  outstanding  and all  rights
appertaining to such shares shall forthwith terminate,  except only the right of
the  holders  thereof to receive  from such bank or trust  company  the funds so
deposited,  without  interest,  and the right to  exercise  on or before but not
later  than the  fifth  day  next  preceding  the  date  fixed  for  payment  or
redemption,  as the  case  may be,  any  privilege  of  conversion  that has not
theretofore  expired.  Any  interest  accrued on such funds shall be paid to the
Corporation from time to time.

     (2) Any funds deposited by the Corporation  pursuant to subparagraph (1) of
this  paragraph  (f) that shall not be required for such  payment or  redemption
because of the  exercise of any right of  conversion  subsequent  to the date of
such deposit  shall be released  and repaid to the  Corporation  forthwith.  Any
funds so  deposited  that have not been  paid by the end of two years  from such
payment or  redemption  date  shall be  released  and repaid to the  Corporation
forthwith,  after which the holders of the shares of Serves A Preferred entitled
to such payment or of the shares of Series A Preferred so called for redemption,
as the case may be, shall be entitled to receive  payment  thereof only from the
Corporation, but subject to applicable law.

                                   CONVERSION

     (g)(1)  Subject to the  provisions  of this  paragraph  (g),  the holder of
record of any share of Series A Preferred  shall have the right,  at his option,
(i) at any time after the issuance of such share and through  March 15, 1987, to
convert  each such share into one fully paid and  nonassessable  share of Common
Stock of the Corporation,  and (ii) at any time after March 15, 1987, to convert
each such share into one-half of a fully paid and nonassessable  share of Common
Stock of the Corporation.

     In case of novice of  payment in full  under  paragraph  (f) or in case any
shares of the Series A  Preferred  shall have been called for  redemption,  such
right of  conversion  in  respect of the shares  included  in such  notice or so
called for redemption  shall cease and terminate at the close of business on the
fifth day next  preceding  the date  fixed far  payment  or  redemption  of such
shares, unless default shall be made in the payment noticed or in the payment of
the redemption price.

     (2) Any holder of Series A  Preferred  desiring  to convert  such  Series A
Preferred  into Common Stock shall  surrender the  certificate  or  certificates
representing  the Series A Preferred so to be  converted,  duly  endorsed to the
<PAGE>
Corporation  or in blank,  at the principal  office of the  Corporation  to such
other place as may be  designated  by the  Corporation),  and shall give written
notice to the Corporation at said office that he elects to convert the same, and
setting  forth the name or names  (with the address or  addresses)  in which the
shares of common stock are to be issued.

If the  last day for the  exercise  of the  conversion  right in the city of the
principal  place of business of the Corporation (or in the city of the principal
office of such other  entity as the  Corporation  shall have  designated  as the
place so to surrender Series A Preferred for conversion,  as aforesaid) shall be
a legal holiday or a day on which banking  institutions are authorized by law to
close,  then such  conversion  right may be  exercised  in such city on the next
succeeding  day  not in such  city a legal  holiday  or a day on  which  banking
institutions are authorized by law to close.

     (3)  Conversion  of Series A  Preferred  shall be subject to the  following
additional terms and provisions:

          (A) As promptly as  practicable  after the surrender for conversion of
any Series A Preferred,  the Corporation  shall deliver or cause to be delivered
at the  principal  office  of the  Corporation  (or such  other  place as may be
designated  by the  Corporation),  to or upon the written order of the holder of
such Series A Preferred,  certificates  representing  the shares of Common Stock
issuable upon such  conversion,  issued to such name or names as such holder may
direct.  Shares of the Series A Preferred shall be deemed to have been converted
as of the  close  of  business  on the  date of the  surrender  of the  Series A
Preferred for conversion,  as provided  above,  and the rights of the holders of
such Series A Preferred  shall cease at such time,  and the person or persons in
whose name or names the  certificates  for such shares are to be issued shall be
treated for all purposes as having  become the record  holder or holders of such
Common Stock at such time;  provided,  however,  that any such  surrender on any
date when the stock  transfer  books of the  Corporation  shall be closed  shall
constitute  the person or persons  in whose name or names the  certificates  for
such  shares are to be issued as the record  holder or holders  thereof  for all
purposes at the close of business on the next succeeding day on which such stock
transfer books are open.

          (B) The  Corporation  shall at the time of such  conversion pay to the
holder of record of any share or shares of Series A  Preferred  any  accrued but
unpaid  dividends on the shares so surrendered  for  conversion,  except that no
payment or adjustment shall be made for any accrued but unpaid dividends for the
then current quarter-annual dividend period.

          (C) The  Corporation  shall not be required to issue any  fractions of
shares of Common Stock upon conversions of Series A Preferred.  If more than one
share of Series A Preferred  shall be surrendered  for conversion at one tine by
the same  holder,  the  number of full  shares of Common  Stock  which  shall be
issuable  upon  conversion  of such Series A Preferred  shall be computed on the
basis of the aggregate number of shares of Series A Preferred so surrendered. If
any  interest  in  a  fractional  share  of  Common  Stock  would  otherwise  be
deliverable upon the conversion of any Series A Preferred, the Corporation shall
make  adjustment for such  fractional  share interest by payment of an amount in
<PAGE>
cash equal to the same  fraction  of the market  value of a full share of Common
Stock of the  Corporation.  For such  purpose,  the  market  value of a share of
Common Stock shall be the last recorded NASDAQ-quoted sale price of such a share
of Common Stock on its day immediately preceding the date upon which such shares
are  surrendered  for  conversion or, if there be no such recorded sale price on
such day, the last  NASDAQ-quoted  bid pace per share of the Common stock at the
close of  trading on such date.  It the  Common  Stock  shall not at the time be
dealt m on NASDAQ, such market value of the Common Stock shall be the prevailing
market  value of the  Common  Stock in the open  market,  as  determined  by the
Corporation, which determination shall be conclusive.

          (D) In the event that the  Corporation  shall at any time subdivide or
combine in a greater or lesser number of shares the outstanding shares of Common
Stock,  the number of shares of Common Stock  issuable  upon  conversion  of the
Serves A Preferred shall be proportionately increased in the case of subdivision
or decreased in the case of a combination,  effective m either case at the close
of  business  on the date when such  subdivision  or  combination  shall  become
effective.

          (E)  In  the  event  that  the  Corporation  shall  be  recapitalized,
consolidated with or merged into any other corporation,  or shall sell or convey
to any  other  corporation  all or  substantially  all  of  its  property  as an
entirety, provision shall be made as part of the terms of such recapitalization,
consolidation,  merger,  sale or  conveyance  so that  any  holder  of  Serves A
Preferred may thereafter  receive in lieu of the Common Stock otherwise issuable
to him  upon  conversion  of  his  Series  A  Preferred,  but at the  applicable
conversion  ratio  stated in thus  paragraph  (g),  the same kind and  amount of
securities  or  assets  as  may be  distributable  upon  such  recapitalization,
consolidation,  merger, sale or conveyance,  with respect to the Common Stock of
the Corporation.

          (F) In the  event  that the  Corporation  shall at any time pay to the
holders of Common  Stock a  dividend  in Common  Stock,  the number of shares of
Common  Stock  issuable  upon  conversion  of the  Series A  Preferred  shall be
proportionately increased, effective at the close of business on the record date
for determination of the holders of Common Stock entitled to such dividend.

          (G) Except as provided in subdivision (I) of thus  subparagraph (3) of
this paragraph (g), to the event that the Corporation  shall at any time pay any
dividend or make any other  distribution on its Common Stock in property,  other
than in cash or in Common Stock of the Corporation, then provision shall be made
as part of the terms of such dividend or  distribution so that the holder of any
Serves  A  Preferred  surrendered  for  conversion  after  the  record  date for
determination   of  holders  of  Common  Stock  entitled  to  such  dividend  or
distribution   shall  be  entitled  to  receive  the  same  kind  and  the  same
proportionate  share of such  property  which he would  have  been  entitled  to
receive had such Serves A Preferred  been  converted  immediately  prior to such
record date.

          (H) Such adjustments shall be made successively if more than one event
listed in subdivisions  (D), (E), (F) end (G) of this  subparagraph  (3) of this
paragraph (g) shall occur.
<PAGE>
          (I) No adjustment of the conversion ratio shall be made by reason of

               (aa) the payment of any cash  dividend on the Common Stock or any
          other class of the capital stock of the Corporation; or

               (bb) the purchase,  acquisition,  redemption or retirement by the
          Corporation of any shares of the Common Stock or of any other class of
          the  capital  stock  of  the   Corporation,   except  as  provided  in
          subdivision (D) of this subparagraph (S); or

               (cc) the issuance,  other than as provided to  subdivisions  (D),
          (F) and (G) of thus subparagraph (3), of any shares of Common Stock of
          the  Corporation,  or of any  securities  convertible  into  shares of
          Common Stock or other securities of the Corporation, or of any rights,
          warrants or options to subscribe for or purchase  shares of the Common
          Stock  or  other  securities  of  the  Corporation,  or of  any  other
          securities  of  the  Corporation,  provided  that  to  the  event  the
          Corporation offers any of its securities,  or any rights,  warrants or
          options to  subscribe  for or purchase any of its  securities,  to the
          holders of its Common Stock pursuant to any preemptive or preferential
          rights granted to holders of Common Stock by the Restated  Certificate
          of  Incorporation of the Corporation or pursuant to any similar rights
          that may be  granted to such  holders of Common  Stock by the Board of
          Directors  of the  Corporation,  the  Corporation  shall mail  written
          notice of such  offer to the  holders  of Series A  Preferred  then of
          record at least 20 days prior to the record date for the determination
          of holders of the Common Stock entitled to receive any such offer; or

               (dd) any offer by the  Corporation to redeem or acquire shares of
          its Common  Stock by paying or  exchanging  therefor  stock of another
          corporation or the carrying out by the Corporation of the transactions
          contemplated  by such offer,  provided  that at least 20 days prior to
          the  expiration of any such offer the  Corporation  shall marl written
          notice of such offer to the holders of the Series A Preferred  then of
          retard.

          J)  Conversion  of any share of Series A  Preferred  shall  effect the
cancellation of such share.

     IN WITNESS  WHEREOF,  the  Corporation  has caused its corporate seal to be
hereunto  affixed and this  Certificate  to be executed by tits President and by
its Secretary, this December 26, 1985.

                                                     /s/ Carlton V. Phillips
                                                     ---------------------------
                                                     President

                                             ATTEST: /s/ Carl J. Gottlieb
                                                     ---------------------------
                                                     Secretary
<PAGE>
STATE of Arizona     )
                     ) ss. ACKNOWLEDGEMENT
County of Maricopa   )

     On thus date,  before me, a Notary Public,  personally  appeared CARLTON V.
PHILLIPS,  known to me or  satisfactorily  proven to be the person whose name is
subscribed to this instrument and acknowledged that he executed the same for the
principal named and in the capacity indicated.

                                                     /s/ Kimberly
                                                     ---------------------------
                                                     Notary Public

My Commission Expires

My Commission Expires Jan. 1, 1988
----------------------------------


STATE of Arizona     )
                     ) ss. ACKNOWLEDGEMENT
County of Maricopa   )

     On this  date,  before me, a Notary  Public,  personally  appeared  CARL J.
GOTTLIEB,  known to me or  satisfactorily  proven to be the person whose name is
subscribed to this instrument and acknowledged that he executed the same for the
principal named and in the capacity indicated.

                                                     /s/ Kimberly
                                                     ---------------------------
                                                     Notary Public

My Commission Expires

My Commission Expires Jan. 1, 1988
----------------------------------

                               RECEIVED FOR RECORD
                                   JAN 13 1986
                           LEO J.DUGAN, Jr., Recorder
<PAGE>
                                STATE OF DELAWARE

                                     [SEAL]

                          OFFICE OF SECRETARY OF STATE

                                   ----------

     I, MICHAEL  HARKINS,  SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE  CERTIFICATE  OF RESTATED
CERTIFICATE OF INCORPORATION OF CENTURY PACIFIC CORPORATION FILED IN THIS OFFICE
ON THE THIRTEENTH DAY OF JANUARY, A.D. 1986, AT 10 O'CLOCK A.M.



  [SEAL]                                           /s/ Michael Harkins
860130163                                  -----------------------------------
                                           Michael Harkins, Secretary of State

                                           AUTHENTICATION:     :0717254
                                                     DATE:     01/17/1986
<PAGE>
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           CENTURY PACIFIC CORPORATION

     Pursuant to the  provisions of Sections 292 and 295 of  Subchapter  VIII of
the Delaware General  Corporation Law, as amended,  Century Pacific  Corporation
(formerly  Philco   Financial   Management   Corp.),   a  Delaware   corporation
incorporated  December 29, 1982,  hereby amends and restates its  Certificate of
Incorporation as set forth in this Restated Certificate of incorporation,  which
was duly adopted in accordance with the provisions of the sand section.

     First: The name of this Corporation is: Century Pacific Corporation.

     Second:  The address of its  registered  office in the State of Delaware is
725 Market Street in the City of Wilmington,  County of New Castle.  The name of
its registered agent at such address is The Company Corporation.

     Third:  The nature of the business of this  Corporation  and the objects or
purposes proposed to be transacted, promoted or conducted by it are to engage in
and transact a financial services business in any and all of its branches in the
United States and throughout the world; and to engage in any other lawful act or
activity for which  corporations may be organized under the General  Corporation
Law of Delaware.  The foregoing  shall be construed  both as objects and powers,
and the foregoing  enumeration of specific  powers shall not be held to limit or
restrict in any manner the powers of this Corporation.

         Fourth:

     A.  CAPITAL  STOCK.  The  total  number  of  shares  of  stock  which  this
Corporation  shall have  authority  to issue is 11  million.  Of said shares six
million shall be Common Stock,  par value $.04 per share, and five million shall
be Preferred Stack, par value $.05 per share.

     B.  AUTHORIZATION  OF BOARD OF DIRECTORS  To Establish  Series of Preferred
Stock  and Fix  Consideration  Therefore.  The  board  of  directors  is  hereby
expressly  authorized,  within  limitations and restrictions  stated herein from
time to time, by resolution:

          (i) to divide the Preferred Stock into series;

          (ii) to fix the  consideration for which such Preferred Stock shall be
     issued;

          (iii) to  determine  the  voting  powers of each  series of  Preferred
     Stock;

          (iv) to determine  and fix the number of shares which will  constitute
     any  series of  Preferred  Stack and the  distinctive  designation  of each
     series;
<PAGE>
          (v) to make any series of Preferred  Stock  subject to  redemption  at
     such  time or times and at such  price or  prices  as shall be  stated  and
     expressed in such resolution;

          (vi) to  determine  whether or not the shares of such series  shall be
     subject to the  operation of retirement or sinking fund and, if so subject,
     the extent to the manner in which it shall be  applied to the  purchase  or
     redemption  of the  shares of such  series  and the  terms  and  provisions
     relative to the operation thereof;

          (vii) to fix the rights of the holders of shares of each series of the
     Preferred Stock to receive  dividends at such rates, on such conditions and
     at such  times as shall be  stated  and  expressed  in the  resolution  and
     whether payable in preference to, or in relation to, the dividends  payable
     on any other  class or classes  of stock or other  series of the same class
     and  whether  cumulative  or  noncumulative  as  shall  be  so  stated  and
     expressed;

          (viii) to fix the rights of the  holders of each  series of  Preferred
     stock upon the dissolution  of, or upon any  distribution of the assets of,
     this Corporation;

          (ix)  to  make  any  series  of   Preferred   Stock   convertible   or
     automatically  converted into or exchangeable for shares of any other class
     or classes or any other series of the same or any other class or classes of
     the stock of this  Corporation  at such price or prices or at such rates of
     exchange and with such adjustments as shall be stated and expressed in such
     resolution; and

          (x) to  determine  whether or not the  shares of any  series  shall be
     subject or entitled to any other preferences, and relative,  participating,
     optional  or  other  special  rights  and  qualifications,  limitations  or
     restrictions  which shall be stated and  expressed in such  resolution  and
     which  shall not be  inconsistent  with the terms  and  provisions  of this
     Article Fourth.

     C. RANK. Each series of Preferred  Stock shall have such  preferences as to
dividends and assets and amounts  distributable  on liquidation,  dissolution or
winding up or otherwise as shall be declared by such  resolution or  resolutions
establishing such series.

     D. DIVIDENDS.

          (i) The holders of  Preferred  Stock shall be entitled to receive cash
     dividends  when and as declared by the board of  directors at such rate per
     share per annum, cumulatively if so provided, and with such preferences, as
     shall have been fixed by the board of directors,  and not more,  before any
     dividends  shall be declared or paid upon or set apart for the Common Stock
     or any other class of stock ranking junior  thereto,  and such dividends on
     each series or Preferred  Stock shall  cumulate,  if at all, from and after
     the dates fixed by the board of directors with respect to such  cumulation.
     Unpaid cumulative dividends shall bear no interest.
<PAGE>
          (ii) if dividends on any shares of Preferred Stock are not declared in
     full, then such dividends as are declared shall be declared  ratably on all
     shares of stock of each series of equal  preference  in  proportion  to the
     respective  unpaid  cumulative  dividends,  of any,  to the end of the then
     current dividend period. No ratable distribution shall be made with respect
     to any series until  cumulative  dividends  in full have been  declared and
     paid on any series standing senior in preference.

          (iii) Unless  dividends on all  outstanding  shares of Preferred Stock
     having  cumulative  dividend rights shall have been fully paid for all past
     quarterly dividend periods and the full dividends thereon for the quarterly
     dividend  period  current at the time shall have been paid or declared  and
     funds set apart therefor, and unless all required sinking fund payments, if
     any,  shall have been made or provided for, no dividend  (except a dividend
     payable in Common  Stock)  shall be paid upon or  declared or set apart for
     the Common Stock.

          (iv) Subject to the foregoing  provisions,  the board of detectors may
     declare and pay  dividends on the Common Stock,  to the extent  permuted by
     law.

     E. Liquidation or Dissolution.

          (i) In the event of any  liquidation  or  dissolution or winding up of
     this Corporation  (hereinafter referred to as "liquidation") the holders of
     Preferred  Stock shall be entitled to receive in cash, out of the assets of
     this  Corporation,  full payment of the applicable  liquidation  preference
     fixed for each series  pursuant to paragraph B above,  together with unpaid
     cumulative dividends thereon to the date of liquidation and no more.

          (ii) If upon liquidation the assets of this Corporation  available for
     distribution to stockholders shall be insufficient to permit the payment in
     full of the preferential amounts payable to the holders of Preferred Stock,
     then all  assets  shall be  distributed  ratably  among the  holders of all
     shares of stock of each series of equal  preference  to  proportion  to the
     respective  amounts  that would be payable  per share if such  assets  were
     sufficient to permit payment in full. No ratable distribution shall be made
     with  respect to any series until  distributions  if full have been paid to
     the holders of all series standing senior in preference.

          (iii)  After  satisfaction  of the  preferential  requirements  of the
     Preferred  Stock upon any liquidation of this  Corporation,  the holders of
     Common Stock shall be entitled to share ratably in the  distribution of all
     remaining assets of this Corporation available for distribution.

          (iv) A consolidation  or merger of this  Corporation  with or into any
     other  corporation or corporations  or the sale or conveyance  (whether for
     cash,  securities  or other  property) of all or  substantially  all of the
     assets of this  Corporation as an entirety shall not be deemed or construed
     to be a liquidation  of this  Corporation  for the purpose of the foregoing
     provisions of this paragraph E.
<PAGE>
     F. VOTING RIGHTS.  The holders of the Common Stack shall be entitled to one
vote for each share held by them of record on the books of this Corporation. The
holders of each series of Preferred  Stock shall have such voting rights if any,
as shall be  provided  for in the  resolution  or  resolutions  of the  board of
directors establishing such series.

     Fifth:

     A. NUMBER OF DIRECTORS.  The  authorized  number of directors  shall be not
less than two nor more  than 15 and the board of  directors  within  the  limits
specified  by this  Article  Fifth,  increase  or decrease  the exact  number of
directors  from  time to time by  resolution  duly  adopted  by such  board.  No
decrease in the number of directors shall have the effect of shortening the term
of any incumbent director.  The exact number of directors shall be four until so
increased or decreased, In case of any increase in the number of directors,  the
additional  directors may be elected by the shareholders at an annual or special
meeting, as provided in the bylaws.

     B.  CLASSES  OF  DIRECTORS.  At the option of the board of  directors,  the
directors shall be divided into three classes,  designated Class I, Class II and
Class III as  nearly  equal in  number  as  possible,  and the term of office of
directors of one class shall expire at each annual meeting of stockholders,  and
in all cases as to each director until his successor  shall be elected and shall
qualify  or  until  his  earlier  resignation,  removal  from  office,  death or
incapacity. Additional directorships resulting from an increase in the number of
directors  shall be apportioned  among the classes as equally as possible In the
event of  classification  hereunder,  at each annual meeting of stockholders the
number of  directors  equal to the number of  directors  of the class whose term
expires  at the time of such  meeting  (or,  if less,  the  number of  directors
properly  nominated and qualified for election)  shall be elected to hold office
until the third  succeeding  annual  meeting  of the  stockholders  after  their
election.

     C.  VACANCIES.  In case of any  increase  in the number of  directors,  the
additional  directors  may be elected by the board of  directors  to hold office
until the next  election of directors  or of the class for which such  directors
shall have been chosen and until their successors are elected and qualified.  In
case of vacancies in the board of directors, a majority at the remaining members
of the board may elect directors to fill such vacancies to hold office until the
next election of directors or of the class for which such  directors  shall have
been chosen and until their successors are elected and qualified.

     Sixth:

     A. If, as of the  record  date for the  determination  of the  stockholders
entitled to vote thereon,  any Interested  Stockholder (as hereinafter  defined)
exists,  none of the following actions or transactions shall be effected by this
Corporation,  or approved by this Corporation as a stockholder of any subsidiary
of this  corporation,  unless  (i) such  action or  transaction  shall have been
authorized by the affirmative vote of at least 80% of the outstanding  shares of
the  Corporation  entitled  to vote or  (ii)  the  board  of  directors  of this
<PAGE>
Corporation   shall  have  approved  the  action  or   transaction   before  any
corporation, person or entity became an Interested Stockholder:

          (i) any  merger or  consolidation  of this  Corporation  or any of its
     subsidiaries with or into such Interested Stockholder, or

          (ii) any sale,  lease,  exchange  or other  disposition  of all or any
     substantial  part  of  the  assets  of  this  Corporation  or  any  of  its
     subsidiaries to or with such Interested Stockholder, or

          (iii) the  issuance  or  delivery  of any  voting  securities  of this
     Corporation or any of its  subsidiaries to such  Interested  Stockholder in
     exchange for cash, other assets or securities, or a combination thereof, or

          (iv) any dissolution or liquidation of this Corporation.

     B.  For the  purpose  of this  Article  Sixth,  (a)  the  term  "Interested
Stockholder"  shall  mean any  corporation,  person  or entity  other  than this
Corporation  or any of its  subsidiaries  which  beneficially  owns or controls,
directly or indirectly,  five percent or mare of the outstanding  shares of this
Corporation  entitled to vote; (b) an Interested  Stockholder shall be deemed to
own or control, directly or indirectly,  any outstanding shares of stock of this
Corporation (i) which it has the right to acquire pursuant to any agreement,  or
upon exercise of conversion rights,  warrants or options, or otherwise,  or (ii)
which are beneficially  owned,  directly or indirectly,  including shares deemed
owned through  application  of clause (i), by any other  corporation,  person or
other entity (x) with which it or its  "affiliate"  or  "associate"  (as defined
below)  has any  agreement,  arrangement  or  understanding  for the  purpose of
acquiring,  holding,  voting or  disposing of stock of this  Corporation  or (y)
which is its  "affiliate"  or  "associate"  as those  terms are  defined  in the
General  Rules and  Regulations  under the  Securities  Exchange Act of 1934, as
amended;  (c)  "outstanding  shares of this  Corporation  entitled  to vote" and
"voting  securities" shall mean such shares as are entitled to vote generally in
the election of directors,  considered  as one class;  and (d)  "subsidiary"  or
"subsidiaries"  shall  mean any  corporation  of which  this  Corporation  owns,
directly or indirectly, 50% or more of the voting stock.

     C. The board of directors  shall have the power and duty to  determine  for
the purposes of this Article Sixth,  on the basis of  information  then known to
the board of directors,  whether (i) any Interested  Stockholder exists or is an
"affiliate" or an "associate" (as defined above) of another and (d) any proposed
sale,  lease,  exchange,  or other  disposition  of part of the  assets  of this
Corporation involves a substantial part of the assets of this Corporation or any
of its subsidiaries. Any such determination by the board shall be conclusive and
binding for all purposes.

     Seventh: The amendment or repeal of Articles Fifth, Sixth, Seventh, Eighth,
Tenth and paragraphs F and G of Article  Fourth of this Restated  Certificate of
Incorporation  shall require the approval of the holders of shares  representing
at least 80% of the shares of this Corporation  entitled to vote in the election
of directors voting as one class
<PAGE>
     Eighth:

     A. If, as of the  record  date for the  determination  of the  stockholders
entitled to vote thereon, any interested  Stockholder (as hereinafter or defined
below)  exists,  none of the  actions  or  transactions  listed  below  shall be
effected by this  Corporation,  or approved by this Corporation as a stockholder
of any subsidiary of this Corporation,  unless the requirements of paragraphs B,
C, D and E of this Article Eighth are fully compiled with

          (i) any  merger or  consolidation  of this  Corporation  or any of its
     subsidiaries with or into such Interested Stockholder, or

          (ii) any sale,  lease,  exchange  or other  disposition  of all or any
     substantial  part  of  the  assets  of  this  Corporation  or  any  of  Its
     subsidiaries to or with such Interested Stockholder, or

          (iii) the  issuance  or  delivery  of any  voting  securities  of this
     Corporation or any of its  subsidiaries to such  Interested  Stockholder in
     exchange for cash, other assets or securities, or a combination thereof, or

          (iv) any dissolution or liquidation of this Corporation.

     B.  The cash or fair  market  value of the  property,  securities  or other
consideration  to be received per share by holders of the capital  stock of this
Corporation in such action or transaction is not less than the highest per share
price  paid by the  Interested  Stockholder  or by any  persons  whose  stock it
beneficially  owns or  controls  in  acquiring  any of its or their  holdings of
capital stock of this Corporation;  such price shall be proportionately adjusted
for any  subsequent  increase or decrease in the number of issued shares of this
Corporation's  capital stock  resulting from a subdivision or  consolidation  of
shares or any other  capital  adjustment,  the payment of a stock  dividend,  or
other  increase  or  decrease  in  such  shares  effected   without  receipt  of
consideration of this Corporation.

     C. After becoming an Interested  Stockholder  and prior to  consummation of
such  action or  transaction:  (i) such  Interested  Stockholder  shall not have
acquired  from  this  Corporation  or any of its  subsidiaries  newly  issued or
treasury shares of capital stock or any newly issued securities convertible into
capital  stock  of this  Corporation  or any of its  subsidiaries,  directly  or
indirectly  (except upon  conversion of  convertible  securities  acquired by it
prior to becoming an Interested  Stockholder  or as a result of a pro rata stock
dividend or stock split or other  distribution of stock to all  shareholders pro
rata);  (ii) such  Interested  Stockholder  shall not have  received the benefit
directly or indirectly  (except  proportionately as a stockholder) of any loans,
advances,  guarantees,  pledges or other  financial  assistance  or tax  credits
provided  by this  Corporation  or any of its  subsidiaries,  or made any  major
changes in this Corporation's or any of its subsidiaries,  businesses or capital
structures   or  reduced  the  current  rate  of   dividends   payable  on  this
Corporation's  capital stock below the rate in effect  immediately  prior to the
time such Interested  Stockholder became an Interested  Stockholder (the current
rate of  dividends  being the rate of the current  dividend to the net income of
this Corporation far the full fiscal quarter  immediately  preceding the quarter
<PAGE>
to which such dividend is paid; and the rate of dividends in effect  immediately
prior to the time such Interested  Stockholder became an Interested  Stockholder
being the ratio of (x) the aggregate  dividends paid during the four full fiscal
quarters  immediately  preceding the time such Interested  Stockholder became an
Interested  Stockholder to (y) the aggregate net income of this  Corporation for
the four successive full fiscal quarters immediately  preceding the last quarter
in which such dividends were paid), (iii) such Interested Stockholder shall have
taken all  required  actions to ensure  this  Corporation's  board of  directors
includes  representation  by continuing  directors (as  hereinafter  defined) at
least proportionate to the stockholdings of this Corporation's  remaining public
stockholders (with a continuing  director to occupy any board position resulting
from a fraction  and,  in any event,  with at least one  continuing  director to
serve on the board so long as there are any remaining public stockholders)

     D. A proxy  statement  responsive  to the  requirements  of the  Securities
Exchange  Act of 1939,  as  amended,  whether  or not this  Corporation  is then
subject  to such  requirements,  shall be  mailed  to the  stockholders  of this
Corporation for the purpose of soliciting stockholder approval of such action or
transaction and shall contain at the front thereof,  in a prominent  place,  any
recommendations  as to the  advisability  or  inadvisability  of the  action  or
transaction which the continuing directors may choose to state

     E.  For the  purpose  of this  Article  Eighth,  (a) the  term  "Interested
Stockholder" shall mean any other corporation, person or entity, other than this
Corporation or any of its  subsidiaries,  which  beneficially  owns or controls,
directly or indirectly,  five percent or more of the outstanding  shares of this
Corporation  entitled to vote (for this purpose the  provisions  of paragraphs B
and C of Article  Sixth  shall  apply to this  paragraph  1, clause (a), of this
Article  Eighth as if set forth in full in this paragraph E, clause (a), of this
Article Eighth,  except that the reference to Article Sixth in such paragraphs B
and C of  Article  Sixth  shall be  deemed  to be a  reference  to this  Article
Eighth);  (b) the term  "continuing  director"  shall mean a director  who was a
member of the board of directors of this  Corporation  immediately  prior to the
time  that  any  Interested  Stockholder  involved  in the  proposed  action  or
transaction  became an  Interested  Stockholder  or a  director  nominated  by a
majority of the  remaining  continuing  directors;  and (c) the term  "remaining
public stockholders" shall mean the holders of this Corporation's  capital stock
other  than  the  Interested  Stockholder  and  stockholders  whose  shares  the
Interested Stockholder beneficially owns or controls

     E. The  requirements  set forth in  paragraphs  A through E of this Article
Eighth shall not apply to any action or transaction  described in paragraph A if
the board of directors  of this  Corporation  shall have  approved the action or
transaction  before  any  corporation,  person  or entity  became an  Interested
Stockholder.

     Tenth:  In  furtherance  and not in limitation  of the powers  conferred by
statute, the board of directors is expressly authorized to make, alter, amend or
repeal the  bylaws of this  Corporation,  without  any action on the part of the
stockholders, by the affirmative vote of at least two-thirds of the directors of
this  Corporation,  which  shall  include the  affirmative  vote of at least one
director  of each class of the board of  directors,  if the board  shall then be
divided into classes. The bylaws may also be altered, amended or repealed by the
affirmative  vote of the  holders  of  shares  representing  at least 80% of the
shares of this Corporation entitled to vote in the election of directors, voting
as one class.
<PAGE>
     Eleventh:  This  Corporation may in its bylaws confer powers upon its board
of  directors  in  addition to the  foregoing  and in addition to the powers and
authorities expressly conferred upon them by the laws of the State of Delaware.

     Twelfth:  The  stockholders and board of directors shall have power, if the
bylaws  so  provide,  to hold  their  meetings  and to keep  the  books  of this
Corporation  (except such as are required by the law of the State of Delaware to
be kept in Delaware) and documents  and papers of this  Corporation  outside the
State of Delaware,  and to have one or more offices  within or without the State
of Delaware at such places as may be  designated  from time to time by the board
of directors.

     Thirteenth: All of the powers of this Corporation,  insofar as the same may
be lawfully vested by this Restated Certificate of Incorporation in the board of
directors, are hereby conferred upon the board of directors of this Corporation.

     IN WITNESS  WHEREOF,  the  undersigned  officers  have signed this Restated
Certificate of Incorporation on this 8th day of January, 1986.

                                                     /s/ Carlton V. Phillips
                                                     ---------------------------
                                                     President

ATTEST:
/s/ Carl Gottlieb
---------------------
Secretary
                                                     RECEIVED FOR RECORD
                                                     JANUARY 13 1986
                                                     LEO J. DUGAN, Jr., Recorder

STATE OF ARIZONA     )
                     ) ss.
County of Maricopa   )

     On this 8th day of January,  1986, before me, the undersigned Notary Public
personally appeared CARLTON V. PHILLIPS, known to me or satisfactorily proven to
be the  person  whose  name  is  subscribed  to the  foregoing  instrument,  and
acknowledged  that the facts  stated  therein are true and that he executed  the
same for the purposes therein contained.

     IN WITNESS  WHEREOF,  I have  hereunto set my hand and official seal on the
day and year first above written.

                                                     /s/ Kimberly A. Orfield
                                                     ---------------------------
                                                     Notary Public

My Commission Expires:

My Commission Expires Jan. 1, 1988
----------------------------------
<PAGE>
                                STATE OF DELAWARE

                                     [SEAL]

                          OFFICE OF SECRETARY OF STATE

                                   ----------

     I, MICHAEL  HARKINS,  SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE  CERTIFICATE OF AMENDMENT
OF PHILCO FINANCIAL  MANAGEMENT CORP. FILED IN THIS OFFICE ON THE  TWENTY-FOURTH
DAY OF APRIL, A.D. 1985, AT 10 O'CLOCK A.M.



                                                /s/ Michael Harkins
                                        -----------------------------------
851140252                               Michael Harkins, Secretary of State

                                        AUTHENTICATION:     :0483809
                                                  DATE:     04/24/1985
<PAGE>
                            CERTIFICATE OF AMENDMENT

                                       OF

                        PHILCO FINANCIAL MANAGEMENT CORP.

     Pursuant  to the  provisions  of  Section  242 of  Subchapter  VIII  of the
Delaware General Corporation Law, Philco Financial  Management Corp., a Delaware
corporation  hereby amends its Certificate of  Incorporation as set forth in the
below  amendment  which  was duly  adopted  in  accordance  with  the  foregoing
provision of the Delaware General Corporation Law:

FIRST:  The name of the  Corporation  as adopted in its original  Certificate of
Incorporation was "PHILCO FINANCIAL  MANAGEMENT CORP.",  which name is now being
changed to "Century  Pacific  Corporation"  pursuant to the  Amendment set forth
below.

SECOND: The amendment effected hereby is as follows:

        The name of the Corporation is Century Pacific Corporation.

THIRD: The amendment effected hereby was unanimously adopted by all shareholders
of the Corporation on 24th Dec. , 1984.

FOURTH: The number of shares of the Corporation outstanding and entitled to vote
as of such date was Ninety-three 33/100 (93.33),

FIFTH: All outstanding  shares of the Corporation voted in favor of the adoption
of the amendment made hereby.

DATED this 24th day of Dec., 1984.


                                                  /s/ Carlton V. Phillips
                                                  ------------------------------
                                                  Carlton V. Phillips, President


                                          ATTEST  /s/ Gladys M. Phillips
                                                  ------------------------------
                                                  Gladys M. Phillips, Secretary
<PAGE>
STATE OF ARIZONA     )
                     ) ss.
County of Maricopa   )


     The foregoing instrument was acknowledged before me this 18th day of March,
1985, by CARLTON V. PHILLIPS,  President of "PHILCO FINANCIAL  MANAGEMENT CORP."
now "Century  Pacific  Corporation,"  a Delaware  corporation,  on behalf of the
Corporation.

                                                     /s/ Kimberly A. Orfield
                                                     ---------------------------
                                                     Notary Public
My Commission Expires:

My Commission Expires Jan. 1, 1988
----------------------------------


STATE OF ARIZONA     )
                     ) ss.
County of Maricopa   )

     The foregoing instrument was acknowledged before me this 18th day of March,
1985, by GLADYS M. PHILLIPS,  Secretary of "PHILCO  FINANCIAL  MANAGEMENT CORP."
now "Century  Pacific  Corporation,"  a Delaware  corporation,  on behalf of the
Corporation.

                                                     /s/ Kimberly A. Orfield
                                                     ---------------------------
                                                     Notary Public
My Commission Expires:

My Commission Expires Jan. 1, 1988
----------------------------------
<PAGE>
                                     [SEAL]

                                      State
                                       of
                                    DELAWARE

                          Office of SECRETARY OF STATE

I, Glenn C. Kenton,  Secretary of the State of Delaware,  do hereby certify that
the attached is a true and correct copy of Certificate of Incorporation filed in
this office on December 29, 1982.

                                                     /s/ Glenn C. Kenton
                                             -----------------------------------
                                             Glenn C. Kenton, Secretary of State

[SEAL]                                       BY: B. Akers
                                                 -------------------------------

                                             DATE: December 29, 1982
                                                   -----------------------------
<PAGE>
                           CENTURY PACIFIC CORPORATION

                                    ARTICLE I

                                     Offices

     Section 1. REGISTERED  OFFICE.  The registered office of the Company in the
State of Delaware is 725 Market Street,  Wilmington,  County of New Castle.  The
name of the resident agent in charge thereof is Marsha Mills.

     Section 2. OTHER  OFFICES.  The Company shall have its principal  office at
1661 East Camelback Road, Suite 178, Phoenix, Arizona 85016, and shall also have
offices at such other places as the  President  and the Board of  Directors  may
from time to time  designate  or appoint,  or as the business of the Company may
require.

                                   ARTICLE II

                                    Directors

     Section 1.  POWERS.  The  corporate  powers,  business  and property of the
Company shall be vested in and exercised,  conducted and controlled by the Board
of Directors,  which may exercise all said powers of the company and do all such
lawful  acts  and  things  as  are  not by  statute  or by  the  Certificate  of
Incorporation  or by these By-Laws  directed or required to be exercised or done
by the stockholders.

     Section  2.  DETERMINATION  OF  NUMBER.  Within the limits set forth in the
Company's Certificate of Incorporation,  the exact number of Directors who shall
constitute  the  Board  shall  be  determined  by  resolution   adopted  by  the
affirmative  vote of a  majority  of the Board of  Directors  at any  regular or
special  meeting of said Board,  provided  notice of such proposed  action shall
have been given in the notice for such regular or special meeting.

     Section 3. NOMINATIONS.  Nominations for election to the Board of Directors
of the  Company  at a  meeting  of  stockholders  may be made by the Board or on
behalf of the Board by Nominating  Committee  appointed by the Board,  or by any
stockholder  of the Company  entitled to vote for the  election of  Directors at
such  meeting.  Such  nominations,  other than those made by or on behalf of the
Board,  shall be made by notice in writing  delivered  or mailed by first  class
United  States mail,  postage  prepaid,  to the  Secretary  of the Company,  and
received by him not less than 30 days nor more than 60 days prior to any meeting
of stockholders called for the election of Directors; provided, however, that if
less  than 35  days'  notice  of the  meeting  is given  to  stockholders,  such
nomination  shall have been mailed or delivered to the  Secretary of the Company
not later than the close of business on the  seventh  day  following  the day on
<PAGE>
which the notice of meeting was mailed.  Such notice  shall set forth as to each
proposed  nominee  who is not an  incumbent  Director  (i) name,  age,  business
address  and,  if  known,   residence  address,  (ii)  principal  occupation  or
employment,  (iii) number of shares of stock of the Company  beneficially  owned
and (iv) any other  information  concerning  the nominee  that must be disclosed
respecting  nominees  in  proxy  solicitations  pursuant  to Rule  14(a)  of the
Exchange Act of 1934. In addition,  the nominating stockholder shall disclose in
the notice of nomination the number of shares of the Company's stock held by the
nominating stockholder.

     The  Chairman  of the  meeting  may, if the facts  warrant,  determine  and
declare to the meeting that a  nomination  was not made in  accordance  with the
foregoing procedure,  and if he should so determine,  he shall so declare to the
meeting and the defective nomination shall be disregarded.

     Section 4.  CHAIRMAN OF THE BOARD.  The Board shall elect a Chairman of the
Board. The Chairman of the Board shall, when present, preside at all meetings of
the Board of  Directors.  He shall do and perform  such other things as may from
time to time be assigned to him by the Board of Directors.  In his absence,  the
President, as available, shall preside at meetings of the Board of Directors.

                                   ARTICLE III

                              Meetings of Directors

     Section 1. PLACE OF  MEETINGS.  Meetings of the Board of  Directors  of the
Company  whether  regular,  special or adjourned  shall be held at the principal
office of the Company,  as specified in Section 2 of Article I hereof, or at any
other place  within or without the State of Delaware  which has been  designated
from  time to time by  resolution  of the  Board or by  written  consent  of all
members of the Board. Any meeting shall be valid wherever held, if held upon the
written  consent of all members of the Board of Directors given either before or
after the meeting and filed with the Secretary of the Company.

     Section 2.  REGULAR  MEETINGS.  Regular  meetings of the Board of Directors
shall be held immediately allowing the adjournment of each annual meeting of the
stockholders and thereafter at such times as may be designated from time to time
by resolution of the Board of Directors.

     Section 3. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called at any time the President or any Vice President who is also a Director
of the Company or by any two Directors.

     Section  4.  NOTICE OF  MEETINGS.  Written  notice of the time and place of
special  meetings of The Board of Directors shall be delivered at least two days
before the meeting  personally  to each  Director,  or sent in writing,  by mail
addressed to such  Director,  at his address as it appears on the records of the
Company,  with postage thereon prepaid.  Such notice shall be deemed to be given
at the time when the same shall be  deposited in the United  States  mail.  If a
special meeting is called because an emergency exists,  then each Director shall
be given not less than three hours' notice and such notice shall be deemed given
<PAGE>
once it has been  conveyed to a Director in person or by telephone or an attempt
has  been  made to give  such  notice  by  telephoning  a  Director  at his home
telephone  number and his business office  telephone  number as such numbers are
shown in the Secretary's records. Notice of Directors may also be given by telex
or telegram.

     Whenever any notice is required to be given,  a waiver  thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated  therein,  shall be deemed  equivalent to proper notice.  If the
address  of a  Director  is  not  shown  on  the  records  and  is  not  readily
ascertainable,  notice  shall be  addressed to him at the city or place in which
the meetings of the Directors are regularly  held.  Notice of the time and place
of holding an  adjourned  meeting  need not be given to absent  Directors if the
time and place be fixed at the meeting adjourned.

     Section 5. QUORUM.  A majority of the authorized  numbed of Directors shall
constitute a quorum of the Board of Directors for the  transaction  of business.
Every act or decision done or made by a majority of the  Directors  present at a
meeting  duly held at which a quorum is present  shall be regarded as the act of
the Board of Directors.  In the absence of a quorum, a majority of the Directors
present may adjourn from time to time, without notice other than an announcement
at the meeting, until a quorum shall be present.

     Section 6. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken at any meeting of to Board of Directors or of any committee thereof may be
taken  without a meeting if all members of the Board or  committee,  as the case
may be,  consent  thereto in writing and the writing or writings  are filed with
the minutes of proceedings of the Board or committee.

     Section 7. TELEPHONE  MEETINGS.  Members of the Board of Directors,  or any
committee designated a Board of Directors,  may participate in a meeting of such
Board or committee by means of  conference  telephone or similar  communications
equipment  by means of which all persons  participating  in the meeting can hear
each other, and such  participation  in a meeting shall  constitute  presence in
person at the meeting.

                                   ARTICLE IV

                                    Officers

     Section  1.  OFFICERS.  The  officers  of the  Company  shall  consist of a
President,  one or more Vice  Presidents,  a  Secretary,  one or more  Assistant
Secretaries, a Treasurer, one or more Assistant Treasurers and a Controller. The
salary of each  officer and the manner and times of its  payment  shall be fixed
and  determined  by the Board of Directors and may be altered by said Board from
time to time at its discretion.

     The Board of  Directors  may appoint  such other  officers and agents as it
shall  deem  necessary  who shall hold  their  offices  for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board.
<PAGE>
     The officers of the Company  shall hold office until their  successors  are
chosen and qualify.  Any officer  elected or appointed by the Board of Directors
may be removed at any tune by the affirmative vote of a majority of the Board of
Directors.  Any vacancy occurring in any office of the Company.  shall be filled
by the Board of Directors.

     Section 2. PRESIDENT. The President shall be the Chief Executive Officer of
the Company and, subject to control and direction of the Board of Directors,  he
shall have general  management and direction of the business of the Company.  He
shall be a member  of the Board of  Directors  and an ex  officio  member of all
other  committees  thereof,  if  any,  shall  preside  at  all  meetings  of the
stockholders and shall do and perform such other duties as may from time to time
be assigned to him by the Board of Directors.

     Section 3. VICE  PRESIDENTS.  In the event of the absence or  disability of
the President,  the Vice Presidents in the order designated by the Directors, or
in the absence of any  designation,  then in the order of their election,  shall
perform  the duties of the  President  and,  when so acting,  shall have all the
powers of and be subject to all the  restrictions  upon the President.  The Vice
Presidents  shall  perform  such other  duties and have such other powers as the
Board of Directors may from time to time prescribe.

     Section 4. THE  SECRETARY  AND ASSISTANT  SECRETARY.  The  Secretary  shall
attend all  meetings  of the Board of  Directors  an all  meetings  of the stock
holders and record all the proceedings of the meetings of the Company and of the
Board of  Directors  in a book to be kept for that  purpose  and  shall per form
similar  duties for the  committees  of the Board when  required.  The Secretary
shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors,  and shall perform such other duties
as may be prescribed by the Board of Directors,  or the  President,  under whose
supervision  such  officer  shall be. The  Secretary  shall have  custody of the
corporate  seal of the Company and shall have authority to affix the same to any
instrument  requiring  it  and  when  so  affixed,  it may  be  attested  by the
Secretary's signature.  The Board of Directors may give general authority to any
other officer to affix the seal of the Company and to attest the affixing by his
signature.

     The  Assistant  Secretary,  or if there be more  than  one,  the  Assistant
Secretaries to the order determined by the Board of Directors (or if there be no
such  determination,  then in the order of their election) shall, in the absence
of the Secretary or in the event of the Secretary's inability or refusal to act,
perform the duties and exercise the powers of the  Secretary  and shall  perform
such other duties and have such other powers as the Board of Directors  may from
time to time prescribe.

     Section 5. THE TREASURER AND ASSISTANT TREASURERS. The Treasurer shall have
the custody of the corporate  funds and  securities and shall deposit all moneys
and other valuable  effects in the name and to the credit of the Company in such
depositories as may be designated by the Board of Directors.
<PAGE>
     The Treasurer  shall disburse the funds of the Company as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors,  at its regular meetings, or
when the Board of Directors so requires,  an account of all his  transactions as
Treasurer.

     The Assistant Treasurer,  or if there shall be more than one, the Assistant
Treasurers in the order determined by the Board of Directors (or if. there be no
such determination,  then in the order of their election), shall, in the absence
of the  Treasurer or in the event of the  Treasurer's  inability  or' refusal to
act,  perform the duties and  exercise  the powers of the  Treasurer.  and shall
perform  such other  duties and have such other powers as the Board of Directors
may from time to time prescribe.

     Section 6.  CONTROLLER.  The Controller  shall have charge of the Company's
books of accounts,  records and auditing,  and generally do and perform all such
other duties as pertain to such  office,  and as may be required by the Board of
Directors.  The  Controller  shall  render  to the  President  and the  Board of
Directors,  at its regular meetings, or when the Board of Directors so requires,
a report on the financial condition of the Company.

                                    ARTICLE V

                            Meetings of Stockholders

     Section 1. MEETINGS.  Annual meetings of stockholders  shall be held in the
City of Phoenix,  State of Arizona,  at the principal office of the Company,  as
specified in Section 2 of Article I hereof, or at such other place either within
or without  the State of Delaware  as shall be  designated  from time to time by
resolution  of the Board of  Directors  and stated in the notice of the meeting.
Meetings  of  stockholders  for any other  purpose  may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

     Section 2. ANNUAL MEETINGS.  Annual meetings of stockholders  shall be held
on the third Wednesday of January of each year if not a legal holiday,  and if a
legal holiday, then on the next business day following, at 2:00 P.M., or at such
other  date and time as shall he  designated  from  time to time by the Board of
Directors  and stated in the notice of the  meeting.  At the annual  meeting the
stockholders  shall elect the Directors by a plurality vote or, if the Board has
been classified as to term,  shall so elect the number of Directors equal to the
number of  Directors  of the class whose term  expires at such  meeting  (or, if
less, the number of Directors  property nominated and qualified for election) to
hold office until the third  succeeding  annual  meeting of  stockholders  after
their election and shall transact such other business as may properly be brought
before the meeting.

     Section 3. STOCKHOLDER LIST. The officer who has charge of the stock ledger
of the Company shall prepare and make, at least ten days before every meeting of
stockholders,  a  complete  list  of the  stockholders  entitled  to vote at the
meeting,  arranged  in  alphabetical  order,  and  showing  the  address of each
<PAGE>
stockholder  end the  number  of  shares  registered  in the name of each  stock
holder.  Such list shall be open to the examination of any stockholder,  for any
purpose germane to the meeting,  during ordinary business hours for a; period of
at least ten days prior to the meeting,  either at a place within the city where
the meeting is to be held,  which place shall be  specified in the notice of the
meeting, or, if not so specified, at the place where the meeting, is to be held.
The list shall also be  produced  and kept at the time and place' of the meeting
during the whole time thereof,  and may be inspected by any  stockholder  who is
present.

     Section 4. SPECIAL MEETINGS. Special meetings of the stockholders,  for any
purpose or purposes, may be called by the Board of Directors or by the President
or by a majority of the stockholders entitled to vote at such meeting.

     Section  5.  NOTICE OF  MEETING.  Written  notice of any  annual or special
meeting  stating the place,  date and hour of the meeting  and, in the case of a
special  meeting,  stating  the  purpose or  purposes  for which the  meeting is
called, shall be given not less than 10 nor more than 60 days before the date of
the meeting,  to each  stockholder  entitled to vote at such  meeting.  Business
transacted  at any  special  meeting  of  stockholders  shall be  limited to the
purposes stated in the notice.

     Whenever  notice is  required to be given to any  stockholder,  such notice
shall be given in writing, by mail, addressed to each stockholder at his address
as it appears on the records of the Company,  with postage thereon prepaid,  and
such  notice  shall be  deemed  to be given at the time  when the same  shall be
deposited in the United States mail.  Whenever any such notice is required to be
given, a waiver thereof in writing,  signed by the person or persons entitled to
said notice,  whether before or after the time stated  therein,  shall be deemed
equivalent thereto.

     Section  6.  QUORUM.  The  holders of a  majority  of the stock  issued and
outstanding  and entitled to vote thereat,  present in person or  represented by
proxy,  shall  constitute a quorum at all meetings of the  stockholders  for the
transaction  of  business.  If,  however,  such  quorum  shall not be present or
represented at any meeting of the  stockholders,  the  stockholders  entitled to
vote thereat,  present in person or  represented  by proxy,  shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting,  until a quorum shall be present or represented.  At such adjourned
meeting at which a quorum  shall be present or  represented  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.  If the  adjournment  is for  more  than  30  days,  or if  after  the
adjournment  a new record date is fixed for the adjourned  meeting,  a notice of
the adjourned  meeting shall be given to each  stockholder of record entitled to
vote at the meeting.

                                   ARTICLE VI

                      Committees of the Board of Directors

     Section 1.  EXECUTIVE  COMMITTEE.  The Board of  Directors  may  appoint an
Executive  Committee to consist of the  President and not less than two nor more
<PAGE>
than five other Directors of the Company. The President shall act as Chairman of
the Executive  Committee,  and the Executive  Committee shall meet at such times
and  places as it may  determine.  The  Executive  Committee  shall have and may
exercise  when the Board is not in  session  all the  powers of the Board in the
management  of the  business  and affairs of the  Company,  without  limitation,
except as set forth in Section 9 below.

     Section 2.  NOMINATING  COMMITTEE.  The Board of Directors  shall appoint a
Nominating Committee consisting of two Directors of the Company who shall not be
employees of the Company.  The Nominating Committee shall recommend to the Board
the  number of  Directors  which  best meets the  requirements  of the  Company;
identify,  evaluate,  review and recommend to the Board qualified  candidates to
fill vacancies on the Board and any newly created  directorships  resulting from
an increase in the number of Directors;  recommend to the Board the  individuals
to constitute  the nominees of the Board for election as directors at the annual
meeting of stockholders;  recommend to the Board a list of Directors selected as
members of each committee of the Board;  and perform such other duties as may be
assigned by the Board.

     Section 3.  COMPENSATION  COMMITTEE.  The Board may appoint a  Compensation
Committee  consisting of two or more Directors of the Company.  The Compensation
Committee  shall  review  annually and  recommend to the Board of Directors  the
level of compensation of the President  giving  consideration  to the amount and
composition  of his total  compensation  in terms of salary,  stock  options and
other benefits;  review annually the recommendations of the President concerning
salaries  and  other  compensation  of  all  senior  officers  reporting  to the
President,  as well as review from time to time other  conditions of employment;
administer any stock option plan,  profit-sharing plan and year-end bonus plans;
review and make  recommendations  to the Board of  Directors  for changes in the
Company's  compensation  and benefit plans and practices;  and administer  other
compensation  plans that may be adopted from time to time as  authorized  by the
Board of Directors.

     Section 4. AUDIT  COMMITTEE.  The Board of  Directors  may appoint an Audit
Committee of two or more  Directors of the Company who shall not be employees of
the  Company.  The  Audit  Committee  shall  receive  from and  review  with the
Company's  independent auditors the annual report of such auditors;  review with
the  independent  auditors  the  scope  of the  succeeding  annual  examination;
nominate the independent auditors to be appointed each year by the Board; review
consulting services provided by the Company's  independent auditors and evaluate
the possible  effect on the auditors'  independence of performing such services;
ascertain the existence of adequate  internal account and control  systems;  and
review  with  management  and the  Company's  independent  auditors  current and
emerging accounting and financial reporting requirements and practices affecting
the Company.

     Section 5.  QUORUM.  A majority of the members of any standing or temporary
committee (which majority shall, in the case of the Executive Committee, include
the President) shall constitute a quorum for the transaction of business.

     Section 6.  NOTICE AND  EMERGENCY  ACTION.  Notice of the time and place of
committee  meetings  shall be given in writing or by telephone or in person,  by
<PAGE>
any member of the committee,  to all members of the committee at least two days'
prior to the time of  holding  such  meeting.  No  notice  requirement  shall be
applicable if any member of the Executive  Committee deems it necessary to cause
the Executive  Committee to act on an emergency  basis. In the event a member of
the Executive Committee deems such emergency action necessary, such member shall
attempt to contact each other member of the Executive Committee by telephone for
the  purpose of having  each such  member  consider  and act upon the  emergency
matter or matters  presented.  Such  consideration  and action may take place by
telephone  without convening a meeting.  The quorum and voting  requirements set
forth in Section 5 above shall pertain to such  emergency  action,  and for this
purpose  all persons  reached by  telephone  shall be deemed to be present.  The
member of the Executive  Committee who calls for emergency  action in the manner
described  herein,  immediately  following  the approval or  disapproval  of any
action  thereby  proposed,  shall  report  such action to the  Secretary  of the
Company for the purpose of having it described  in the minutes of the  Executive
Committee.  Such  report and  minutes  shall also  include a  recitation  of all
efforts made by the member  calling for such action to contact  other  Executive
Committee members by telephone.

     Section 7. MINUTES;  REPORTS TO BOARD.  Each  committee  shall keep regular
minutes of its meetings.  All actions of the committees shall be reported to the
Board of Directors at the meeting of the Board of Directors next succeeding such
action.

     Section 8. OTHER COMMITTEES. The Board of Directors, from time to time, may
appoint other  committees  for any purpose or purposes,  and any such  committee
shall  have  such  powers  as  shall  be  specified  in  the  resolution  of its
appointment.

     Section 9. DUTIES. Any committee, including the Executive Committee, to the
extent provided in the resolution of the Board of Directors,  shall have and may
exercise  all  the  powers  and  authority  of the  Board  of  Directors  in the
management  of the business and affairs of the Company,  and may  authorize  the
seal of the  Company to be affixed to all papers  which may  require  it; but no
such  committee  shall have the power or  authority in reference to amending the
Certificate of Incorporation,  adopting an agreement of merger or consolidation,
recommending  to  the  stockholders  the  sale,  lease  or  exchange  of  all or
substantially  all of the  Company's  property and assets,  recommending  to the
stockholders a dissolution  of the Company or a revocation of a dissolution,  or
amending the By-Laws of the Company;  and,  unless the  resolution  of the Board
expressly  provides,  no such  committee  shall have the power or  authority  to
declare a dividend or to authorize the issuance of stock.

                                   ARTICLE VII

                             Certificates for Stock

     Section 1.  CERTIFICATES.  Every  holder of stock in the  Company  shall be
entitled  to  have a  certificate  signed  by the  Chairman  of the  Board,  the
President or a Vice President and the  Treasurer,  an Assistant  Treasurer,  the
Secretary or an Assistant Secretary certifying the number of shares owned by him
in the Company
<PAGE>
     Section 2. SIGNATURES.  Any or all of the signatures on the certificate may
be facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile  signature has been placed upon a certificate  shall have ceased
to be such  officer,  transfer  agent or registrar  before such  certificate  is
issued,  it may be issued by the Company with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.

     Section  3. NEW  CERTIFICATES.  The  Board of  Directors  may  direct a new
certificate  or  certificates  to a  issued  in  place  of  any  certificate  or
certificates theretofore issued by the Company alleged to have been lost, stolen
or destroyed upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed.  When authorizing such
issue of a new certificate or  certificates,  the Board of Directors may, in its
discretion  and as a condition  precedent to the issuance  thereof,  require the
owner of such lost,  stolen or destroyed  certificate  or  certificates,  or his
legal  representative,  to advertise the same in such manner as it shall require
and to give the Company a bond in such sum as it may direct as indemnity against
any claim that may be made against the Company  with respect to the  certificate
alleged to have been lost, stolen or destroyed.

     Section 4. TRANSFER OF STOCK. Upon surrender to the Company or the transfer
agent of the Company of a certificate for shares duly endorsed or accompanied by
proper evidence of succession,  assignment or authority to transfer, it shall be
the  duty of the  Company  to issue a new  certificate  to the  person  entitled
thereto, cancel the old certificate and record the transaction upon its books.

     Section 5. FIXING  RECORD DATE. In order that the Company may determine the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution  or allotment of any rights,  or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action,  the Board of Directors may fix, to advance, a record date,
which  shall not be more than 60 nor less than 10 days  before  the date of such
meeting,  nor more than 60 days prior to any other action.  A  determination  of
stockholders  of  record  entitled  to  notice  of or to  vote at a  meeting  of
stockholders shall apply to any adjournment of the meeting,  unless the Board of
Directors fixes a new record date for the adjourned meeting.

     Section 6.  REGISTERED  STOCKHOLDERS.  The  Company  shall be  entitled  to
recognize the exclusive  right of a person  registered on its books as the owner
of any  shares to receive  dividends  and to vote as such owner and shall not be
bound to  recognize  any  equitable  or other  claim to or  interest in any such
shares on the part of any other person,  whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of Delaware.
<PAGE>
                                  ARTICLE VIII

                                    Dividends

     Section 1. Dividends upon the capital stock of the Company,  subject to the
provisions of the Certificate of Incorporation,  if any, may be declared by, the
Board of Directors at any regular or special meeting, pursuant to law. Dividends
may he paid in cash, in property, or in shares of the capital' stock, subject to
the provisions of the Certificate of Incorporation.

     Section 2. Before  payment of any  dividend,  there may he set aside out of
any  funds  of the  Company  available  for  dividends  such  sum or sums as the
Directors  from time to time, in their  absolute  discretion,  think proper as a
reserve or reserves to meet contingencies,  or for equalizing dividends,  or for
repairing or maintaining any property of the Company,  or for such other purpose
as the Directors shall think  conducive to the interest of the Company,  and the
Directors  may modify or abolish any such  reserve in the manner in which it was
created.

                                   ARTICLE IX

                                 Indemnification

     Section 1. The Company shall indemnify any person who was, or is threatened
to be, made a party to any  threatened,  pending or  completed  action,  suit or
proceeding,  whether civil, criminal,  administrative or investigative by reason
of the fact  that he is or was a  Director,  officer,  employee  or agent of the
Company,  or is or was  serving  at the  request of the  Company as a  Director,
officer, employee or agent of another company, partnership, joint venture, trust
or other enterprise,  against expenses (including  attorneys' fees),  judgments,
fines and amounts paid in settlement  actually and reasonably incurred by him in
connection  with such action,  suit or  proceeding,  to the extent and under the
circumstances permitted by the General Corporation Law of the State of Delaware.
Such indemnification  (unless ordered by a court) shall be made as authorized in
a specific  case upon a  determination  that  indemnification  of the  Director,
officer, employee or agent is proper in the circumstances because he has met the
applicable  standards of conduct set forth in the General Corporation Law of the
State  of  Delaware.  Such  determination  shall  be made  (1) by the  Board  of
Directors by a majority  vote of a quorum  consisting  of Directors who were not
parties  to such  action,  suit or  proceeding,  or (2) if  such  quorum  is not
obtainable,  or even if  obtainable  a  quorum  of  disinterested  Directors  so
directs,  by  independent  legal  counsel  in a written  opinion,  or (3) by the
stockholders.

     The foregoing right of indemnification shall not be deemed exclusive of any
other rights to which those seeking  indemnification  may be entitled  under any
By-Law,  agreement, vote of stockholders or disinterested Directors or otherwise
and 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.

     Section  2.  INSURANCE.  The  Board of  Directors  shall  have the power to
authorize to the extent permitted by the General Corporation Law of the State of
<PAGE>
Delaware the purchase and  maintenance  of insurance on behalf of any person who
is or was a Director,  officer,  employee or agent of the Company,  or is or was
serving at the request of the Company as a Director,  officer, employee or agent
of  another  company,  partnership,  joint  venture,  trust or other  enterprise
against any liability  asserted  against him or incurred by him in such capacity
or arising out of his status as such  whether or not the Company  would have the
power to  indemnify  him against  such  liability  under the  provisions  of the
General Corporation Law of the State of Delaware.

                                    ARTICLE X

                                 Corporate Seal

     The corporate seal shall have inscribed thereon the name of the Company and
the words "Incorporated December 29, 1982, Delaware."

                                   ARTICLE XI

                                   Amendments

     Any of these By-Laws may be altered, amended or repealed by the affirmative
vote of at least two thirds of the Directors of the Company, which shall include
the  affirmative  vote of at least one  Director  of each  class of the Board of
Directors if the Board shall then be divided into classes or by the  affirmative
vote of the  holders of  sixty-five  percent  (65%) of the shares of the Company
entitled to vote in the election of Directors. voting as one class.
<PAGE>
                          CERTIFICATE OF INCORPORATION
                                       of
                        PHILCO FINANCIAL MANAGEMENT CORP.

     FIRST. The name of this corporation is PHILCO FINANCIAL MANAGEMENT CORP.

     SECOND.  Its registered office in the State of Delaware is to be located at
725  Market  Street  in the  City  of  Wilmington,  County  of New  Castle.  The
registered agent in charge thereof is The Company Corporation at same as above.

     THIRD.  The nature of the business and, the objects and purpose proposed to
be  transacted,  promoted and carried on, are to do any of all the things herein
mentioned, as fully and the to the same extent as natural persons might or could
do, and in any part of the world, viz:

     "The purpose of the  corporation is to engage in any lawful act or activity
     for which corporation may be organized under the General Corporation Law of
     Delaware."

     FOURTH.   The  amount  of  the  total  authorized  capital  stock  of  this
corporation is 1,000 shares of No Par Value.

     FIFTH. The name and mailing address of the incorporator is as follows:

     NAME:                                   ADDRESS:

     Marsha Mills                            725 Market St. Wilmington, DE 19801
     ----------------------------            -----------------------------------

     SIXTH.  The powers of the  incorporator are to terminate upon filing of the
certificate of incorporation, and the name(s) are mailing address(es) of persons
who  are  to  serve  as  director(s)  until  the  first  annual  meeting  of the
stockholders or until their successors are elected and qualify are as follows:

     Name and address of director(s)

     Carlton V. Phillips, 5112 N. Wilkinson Rd., Paradise Valley, AZ 85253
                                                                 Fill in name(s)
     Gladys M. Phillips, same as above                           and address(es)

     SEVENTH.  The Directors  shall have power to make and to alter or amend the
By-Laws; to fix the amount to be reserved as working capital,  and to authorized
and cause to be executed,  mortgages  and liens  without limit as to the amount,
upon the property and franchise of the Corporation.

     With the  consent in  writing,  and  pursuant to a vote of the holders of a
majority of the capital stock issued and  outstanding,  the Directors shall have
the  authority  to  dispose,  in any  manner,  of the  whole  property  of  this
corporation.

     The By-Laws  shall  determine  whether and to what extent the  accounts and
books of this corporation, or any of them shall be open to the inspection of the
stockholders; and no stockholder shall have any right of inspecting any account,
or book or document of this  Corporation,  except as conferred by the law or the
By-Laws, or by resolution of the stockholders.

     The  stockholders and directors shall have power to hold their meetings and
keep the books,  documents and papers of the Corporation outside of the State of
Delaware,  at such places as may be from time to time  designated by the By-Laws
or by resolution of the stockholders or directors,  except as otherwise required
by the laws of Delaware.

     It is in the intention that the objects,  purposes and powers  specified in
the Third  paragraph  hereof  shall,  except where  otherwise  specified in said
paragraph,  be no wise limited or restricted  by reference to or inference  from
the terms of any other clause or paragraph in this certificate of incorporation,
but that the objects,  purposes and powers  specified in the Third paragraph and
<PAGE>
in each of the  clauses or  paragraphs  of this  charter  shall be  regarded  as
independent objects, purposes and powers.

     I, THE UNDERSIGNED, for the purpose of forming a Corporation under the laws
of the State of  Delaware,  do make,  file and record  this  Certificate  and do
certify that the facts herein are true; and I have  accordingly  hereunto set my
hand.

DATED AT: 12/28/82
State of Delaware
County of New Castle

                                             /s/ Marsha Mills
                                             -----------------------------------
<PAGE>
                             THE COMPANY CORPORATION
                                725 MARKET STREET
                           WILMINGTON, DELAWARE 19801

                          CONFIDENTIAL INFORMATION FORM

           (To accompany completed Certificate of Incorporation form)

1.  Name of Corporation: PHILCO FINANCIAL MANAGEMENT CORPORATION

    (A) Alternative  name if above name is reserved  or already  being used by
        another corporation ____________________________________________________

2.  Nature of business the company will transact: A Financial Services Company

3.  State of Incorporation: Delaware

4.  No of shares of common stock (up to 1,000 at lowest cost) 1,000 - No Par
    Value (These shares shall be NO PAR VALUE unless otherwise specified.) _____

5.  Where is the principal office outside the state of incorporation:
    5112 N. Wilkinson Rd. Paradise Valley, AZ. 85253

6.  Type of corporation __X___ open ______ close ______ non stock

7.  Number of Directors: Two

8.  Date and place of annual meeting of stockholders: March 17 -
    5112 N. Wilkinson Rd. Paradise Valley, AZ 85253

9.  Date and place of regular meeting of Directors: Carlton Phillips & Gladys
    Phillips 5112 N. Wilkinson Rd., Paradise Valley, AZ 85253

10. Name(s) and address(es) of Director(s): ____________________________________

    ____________________________________________________________________________

11. Names of officer(s): (One person my hold all offices)
    PRESIDENT  Carlton Phillips            VICE PRESIDENT  Gladys Phillips
    SECRETARY  Gladys Phillips             TREASURER  Carlton Phillips

12. Any special instructions: None

13. Name of Applicant: Carlton V. Phillips               Telephone: 602-947-4074
    No. and Street: 5112 N. Wilkinson Rd.,
    City, State, Zip: Paradise Valley, AZ 85253
<PAGE>
Enclosed is a check payable to The Company Corporation in the amount of $121.95

$ 57.00   State Filing Fees                    Where did you purchase this book?

$ 25.00   Registered Agent Fees                Advertisement in ________________
          (First calendar year service $25.00)

$ 39.95   Corporate Kit ($39.95)               Bookstore _______________________

_______   Deluxe Leather Bound Kit ($94.95)    Direct Mail _____________________

_______   Airmail Service ($10.00)             Referred by _____________________

_______   Foreign Airmail ($20.00)             Other ___________________________

_______   Foreign Qualification

_______   Other

$121.95   Total
-------

We'll bill you or refund the  difference if under or overpaid.  NOTE:  For rapid
service, enclose a certified check, treasurer's check, or money order. Otherwise
allow fourteen (14) days for check clearance.

Please send all correspondance releyant to this corporation to:

Name: Carlton V. Phillips
Address: 5112 N. Wilkinson Rd.
City: Paradise Valley                  State: AZ                  Zip: 85253

I certify  that The Company  Corporation  has not  provided me with any personal
counsel or advise.

                                        ----------------------------------------
                                                                       Signature