<PAGE>

       FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
   STATE OF NEVADA
   OCT 03 [illegible]
                              ARTICLES OF INCORPORATION
                                       OF
                              EBONY & GOLD VENTURES, INC.
                                 a Nevada corporation


No. C 20741-96
    I, the undersigned, being the original incorporator herein named, for
    the purpose of forming a corporation under the General Corporation Laws
    of the State of Nevada, to do business both within and without the
    State of Nevada, do make and file these Articles of Incorporation,
    hereby declaring and certifying that the facts herein stated are true:

                                    ARTICLE I
                                      NAME
      The name of the corporation is EBONY & GOLD VENTURES, INC.

                                   ARTICLE II
                       RESIDENT AGENT & REGISTERED OFFICE

      Section  2.01.  Resident  Agent.  The name and address of the Resident
Agent for service of process is Nevada Corporate Headquarters, Inc., 5300 West
Sahara, Suite 101, Las Vegas, Nevada 89102. Mailing Address: P.0. Box 27740, Las
Vegas, NV 89126.

      Section 2.02.  Registered  Office. The address of its Registered Office is
5300 West Sahara, Suite 101, Las Vegas, Nevada 89102.

      Section 2.03. Other Offices. The Corporation may also maintain offices for
the transaction of any business at such other places within or without the State
of Nevada as it may from time to time determine. Corporate business of every
kind and nature may be conducted, and meetings of directors and stockholders
held outside the State of Nevada with the same effect as if in the State of
Nevada.

                                   ARTICLE III
                                     PURPOSE

       The corporation is organized for the purpose of engaging in any lawful
 activity, within or without the State of Nevada.

                                   ARTICLE IV
                                 SHARES OF STOCK

      Section 4.01 Number and Class. The total number of shares of authorized
capital stock of the Corporation shall consist of a single class of twenty-five
thousand (25,000) shares of common stock, no par value.

       The Common Stock may be issued from time to time without action by the
stockholders. The Common Stock may be issued for such consideration as may be
fixed from time to time by the Board of Directors.

<PAGE>

       The Board of Directors may issue such shares of Common Stock in one or
more series, with such voting powers, designations, preferences and rights or
qualifications, limitations or restrictions thereof as shall be stated in the
resolution or resolutions adopted by them.

        Section 4.02. No Preemptive Rights. Holders of the Common Stock of the
corporation shall not have any preference, preemptive right, or right of
subscription to acquire any shares of the corporation authorized, issued or
sold, or to be authorized, issued or sold, and convertible into shares of the
Corporation, nor to any right of subscription thereto, other than to the
extent, if any, the Board of Directors may determine from time to time.

        Section 4.03. Non-Assessability of Shares. The Common Stock of the
corporation, after the amount of the subscription price has been paid, in
money, property or services, as the directors shall determine, shall not be
subject to assessment to pay the debts of the corporation, nor for any other
purpose, and no stock issued as fully paid shall ever be assessable or
assessed, and the Articles of Incorporation shall not be amended in this
particular.

                                   ARTICLE V
                                   DIRECTORS

        Section 5.01. Governing Board. The members of the Governing Board of the
Corporation shall be styled as directors.

        Section  5.02.  Initial  Board of  Directors.  The initial  Board of
Directors shall consist of one (1) member. The name and address of the initial
member of the Board of Directors is as follows:

               NAME                     ADDRESS

        Cort W. Christie            P.O. Box 27740
                                    Las Vegas, Nevada 89126

This individual shall serve as Director until the first annual meeting of the
stockholders or until his successor(s) shall have been elected and qualified.

       Section 5.03.  Change in Number of  Directors.  The number of
directors may be increased or decreased by a duly adopted amendment to the
Bylaws of the corporation.

                                   ARTICLE VI
                                  INCORPORATOR

        The name and  address of the  incorporator  is Nevada Corporate
Headquarters, Inc., P.O. Box 27740, Las Vegas, Nevada 89126.

                                   ARTICLE VII
                               PERIOD OF DURATION

        The corporation is to have a perpetual existence.

                                        2

<PAGE>


                                  ARTICLE VIII
                      DIRECTORS' AND OFFICERS' LIABILITY

       A director or officer of the corporation shall not be personally liable
to this corporation or its stockholders for damages for breach of fiduciary duty
as a director or officer, but this Article shall not eliminate or limit the
liability of a director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or (ii) the unlawful
payment of distributions. Any repeal or modification of this Article by the
stockholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director or
officer of the corporation for acts or omissions prior to such repeal or
modification.

                                   ARTICLE IX
                                    INDEMNITY

       Every person who was or is a party to, or is threatened to be made a
party to, or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he, or a
person of whom he is the legal representative, is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise,
shall be indemnified and held harmless to the fullest extent legally
permissible under the laws of the State of Nevada from time to time against
all expenses, liability and loss (including attorneys' fees, judgments, fines
and amounts paid or to be paid in settlement) reasonably incurred or
suffered by him in connection therewith. Such right of indemnification shall
be a contract right which may be enforced in any manner desired by such person.
The expenses of officers and directors incurred in defending a civil or
criminal action, suit or proceeding must be paid by the corporation as they are
incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the
corporation. Such right of indemnification shall not be exclusive of any other
right which such directors, officers or representatives may have or hereafter
acquire, and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any by-law,
agreement, vote of stockholders, provision of law, or otherwise, as well as
their rights under this Article.

        Without limiting the application of the foregoing, the stockholders or
Board of Directors may adopt by-laws from time to time with respect to
indemnification, to provide at all times the fullest indemnification
permitted by the laws of the State of Nevada, and may cause the corporation
to purchase and maintain insurance on behalf of any person who is or was a
director or officer of the corporation, or is or was serving at the request of
the corporation as director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprises
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the corporation would
have the power to indemnify such person.

<PAGE>


       The indemnification provided in this Article shall continue as to a
person who has ceased to be a director, officer, employee or agent, and shall
inure to the benefit of the heirs, executors and administrators of such
person.

                                    ARTICLE X
                                    AMENDMENTS

       Subject at all times to the express provisions of Section 4.03 which
cannot be amended, this corporation reserves the right to amend, alter, change,
or repeal any provision contained in these Articles of Incorporation or its
Bylaws, in the manner now or hereafter prescribed by statute or by these
Articles of Incorporation or said Bylaws, and all rights conferred upon the
stockholders are granted subject to this reservation.

                                   ARTICLE XI
                               POWERS OF DIRECTORS

       In  furtherance and not in limitation of the powers conferred by
statute the Board of Directors is expressly authorized:

       (1) Subject to the Bylaws, if any, adopted by the stockholders, to make,
alter or repeal the Bylaws of the corporation;

       (2) To authorize and cause to be executed mortgages and liens, with or
without limit as to amount, upon the real and personal property of the
corporation;

       (3) To authorize the guaranty by the corporation of securities, evidences
of indebtedness and obligations of other persons, corporations and business
entities;

       (4) To set apart out of any of the funds of the corporation available for
distributions a reserve or reserves for any proper purpose and to abolish any
such reserve;

       (5) By resolution, to designate one or more committees, each committee to
consist of at least one director of the corporation, which, to the extent
provided in the resolution or in the Bylaws of the corporation, shall have and
may exercise the powers of the Board of Directors in the management of the
business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be stated in the Bylaws of the
corporation or as may be determined from time to time by resolution adopted by
the Board of Directors; and

       (6) To authorize the corporation by its officers or agents to exercise
all such powers and to do all such acts and things as may be exercised or done
by the corporation, except and to the extent that any such statute shall require
action by the stockholders of the corporation with regard to the exercising of
any such power or the doing of any such act or thing.

        In addition to the powers and authorities hereinbefore or by statute
expressly conferred upon them, the Board of Directors may exercise all such
powers and do all such acts and things as may be exercised or done by the
corporation, except as otherwise provided herein and by law.

<PAGE>


       IN WITNESS WHEREOF, I have hereunto set my hand this 30TH day of
SEPTEMBER, 1996, hereby declaring and certifying that the facts stated
hereinabove are true.

                                   /s/ Cort W. Christie
                                   --------------------
                                   (For Nevada Corporate Headquarters, Inc.)

                                   ACKNOWLEDGMENT

STATE OF NEVADA)
              )SS:
COUNTY OF CLARK)

       On this 30TH day of SEPTEMBER, 1996, personally appeared before me, a
Notary Public (or judge or other authorized person, as the case may be), CORT
W. CHRISTIE, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within
instrument and acknowledged to me that he/she executed the same in his/her
authorized capacity, and that by his/her signature on the instrument the
person, or the entity upon behalf of which the person acted, executed the
instrument.


   [Notary Stamp]                /s/ Stacey Chrisman
                                 ---------------------
   NOTARY PUBLIC                 NOTARY  PUBLIC in and for
[SEAL] STATE OF NEVADA            said County and State
   County of Clark
   STACEY CHRISMAN
Appointment Expires March 6, 1999


 I, NEVADA CORPORATE HEADQUARTERS, INC., hereby accept as Resident Agent for the
previously named Corporation.


SEPTEMBER 30TH, 1996.
                                  /s/ Illegible
                                   --------------------
                                  Office Administrator
<PAGE>


         FILED
  IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
  STATE OF NEVADA

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(After Issuance of Stock)

                                            Filed by:

No.

                         EBONY & GOLD VENTURES, INC.
                             Name of Corporation

the undersigned DENISE E. CORDOVA, President
President or Vice President

TRICIA A. WILLIS, Secretary      of     EBONY & GOLD VENTURES, INC.
Secretary or Assistant Secretary           Name of Corporation

do hereby certify:

That the Board of Directors of said corporation at a meeting duly convened,
held  on the 3rd day of February, 1999, adopted a resolution to amend the
original articles as follows:

RESOLVED: That Article IV, Section 4.01 of the Articles of Incorporation be
amended to read in full as follows:

"Section 4.01 - Number and Class. The total number of shares of stock which the
Corporation shall have authority to issue is Twenty-Five Million (25,000,000).
The par value of each of such shares is $.001. All such shares are one class and
are shares of Common Stock. Upon the amendment of this Article to read as
hereinabove set forth, each one (1) outstanding shares is split, reconstituted
and converted into one hundred (100) shares.

The Common Stock may be issued from time to time without action by the
stockholders. The Common Stock may be issued for such consideration as may be
fixed from time to time by the Board of Directors.

The Board of Directors may issue such shares of Common Stock in one or more
series, with such voting powers, designations, preferences and rights or
qualifications, limitations or restrictions thereof as shall be stated in the
resolution or resolutions adopted by them."

            The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 21,000; that
the said change(s) and amendment have been consented to and approved by
a majority vote of the stockholders holding at least a majority of each
class of stock outstanding and entitled to vote thereon.

                                               DENISE E. CORDOVA
                                               President or Vice President

                                               TRICIA  A. WILLIS
                                               Secretary or Assistant SecretarY

<PAGE>

 State of NEVADA     )
                     ) ss.
 County of CLARK     )

        On February 12, 1999, personally appeared before me, a Notary Public,
DENISE E. CORDOVA who acknowledged that she executed the above instrument.


                                       /s/ Felicia Nilson
                                       -------------------
                                       Signature of Notary

       NOTARY PUBLIC
       STATE OF NEVADA
  [SEAL] County of Clark
       FELICIA NILSON
     Appl. No. 94-3721-1
My Appt. Expires Apr. 10, 2002



State of NEVADA )
                ) ss.
County of CLARK )

       On February 12, 1999, personally appeared before me, a Notary Public,
TRICIA A. WILLIS who acknowledged that she executed the above instrument.



                                       /s/ Felicia Nilson
                                       -------------------
                                       Signature of Notary

       NOTARY PUBLIC
       STATE OF NEVADA
  [SEAL] County of Clark
       FELICIA NILSON
     Appl. No. 94-3721-1
My Appt. Expires Apr. 10, 2002