ARTICLES OF INCORPORATION
                                       OF
                             CREATIVE SYSTEMS, INC.

                              A Nevada Corporation

         FIRST.  The name of the corporation is:

                             CREATIVE SYSTEMS, INC.

         SECOND.  The resident agent for this corporation shall be:

                             SAGE INTERNATIONAL INC.

The address of said agent, and the principal or statutory address of this
corporation in the State of Nevada, shall be 1135 Terminal Way, Suite 209, Reno,
Nevada 89502, located in Washoe County, State of Nevada. This corporation may
maintain an office, or offices, in such other place within or without the State
of Nevada as may be from time to time designated by the Board of Directors, or
by the By-Laws of said corporation, and that this corporation may conduct all
corporation business of every kind and nature, including the holding of all
meetings of Directors and Stockholders, outside the State of Nevada as well as
within the State of Nevada.

         THIRD. The objects for which this corporation is formed are as follows:
to engage in any lawful activity.

         FOURTH. That the total number of voting common stock authorized that
may be issued by the corporation is TWENTY FIVE THOUSAND (25,000) shares of
stock with NO PAR VALUE, and no other class of stock shall be authorized. Said
shares may be issued by the corporation from time to time for such
considerations as may be fixed from time to time by the Board of Directors.

         FIFTH. The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the bylaws of this corporation,
providing that the number of directors shall not be reduced to less than one
(1). The name and post office address of the first Board of Directors shall be
one (1) in number and listed as follows:

               NAME                              POST OFFICE ADDRESS
             CHERI S. HILL                    1135 TERMINAL WAY, SUITE 209
                                              RENO, NEVADA 89502


         SIXTH. After the amount of the subscription price, the purchase price,
of the par value of the stock of any class or series is paid into
the-corporation, owners or holders of



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shares of any stock in the corporation may never be assessed to pay the debts of
the corporation.

         SEVENTH. The name and post office address of the Incorporator signing
the Articles of-Incorporation is as follows:


              NAME                                    POST OFFICE ADDRESS
          CHERI S. HILL                         1135 TERMINAL WAY, SUITE 209
                                                RENO, NEVADA 89502

         EIGHTH.  The corporation is to have a perpetual existence.

         NINTH. No director or officer of the corporation shall be personally
liable to the corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer or for any act or omission of any such
director or officer; however, the foregoing provision shall not eliminate or
limit the liability of a director or officer for (a) acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law; or (b) the
payment of dividends in violation of Section 78.300 of the Nevada Revised
Statutes. Any repeal or modification of this Article by the stockholders of this
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.

         TENTH. No shareholder shall be entitled as a matter of right to
subscribe for or receive additional shares of any class of stock of the
corporation, whether now or hereafter authorized, or any bonds; debentures or
securities convertible into stock, but such additional shares of stock or other
securities convertible into stocks may issued or disposed of by the Board of
Directors to such persons and on such terms as in its discretion it shall deem
advisable.

         ELEVENTH. This corporation reserves the right to amend, alter, change
or repeal any provision contained in the Articles of Incorporation, in the
manner now or hereafter prescribed by statute, or by the Articles of
Incorporation and all rights conferred upon Stockholders herein are granted
subject to this reservation.


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         I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a corporation pursuant to the General Corporation Laws of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying the facts herein stated are true, and accordingly have
hereunto set my hand FEBRUARY 18, 1997.



/s/ Cheri S. Hill
-----------------------------------------
CHERI S. HILL, Incorporator




STATE OF NEVADA

COUNTY OF WASHOE

On FEBRUARY 18, 1997, before me, the undersigned, a Notary Public in and for
said County and State, personally appeared CHERI S. HILL, personally known to me
to be the person whose name is subscribed to the foregoing document and
acknowledged to me that she executed the same.

/s/ U.R. Sweet
----------------------------------------
Notary Public




                          CERTIFICATE OF ACCEPTANCE OF
                          APPOINTMENT BY RESIDENT AGENT

SAGE INTERNATIONAL, INC., hereby accepts appointment as Resident Agent of
CREATIVE SYSTEMS, INC. in accordance with NRS 78.090.


SAGE INTERNATIONAL, INC.


By: /s/ Cheri S. Hill                        Date:  February 18, 1997
    -----------------------------
     CHERI S. HILL, Senior V.P.




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