================================================================================

                   State Of Nevada [Seal] Department Of State

     I,  FRANKIE  SUE DEL PAPA,  Secretary  of State of the State of Nevada,  do
hereby  certify that  VENTURECAP,  INC. did on the  FOURTEENTH day of MAY, 1987,
file in this office the original Articles of  Incorporation;  that said Articles
are now on file and of record in the  office of the  Secretarey  of State of the
State of Nevada,  and further,  that said Articles contain all the statements of
facts required by the law of said State of Nevada.

     IN WITNESS WHEREOF, I have set my hand and affixed the Great Seal of State,
at my office in Carson City, Nevada, this FOURTEENTH day of MAY, A.D. 1987.

[SEAL]

                                   /S/ Frankie Sue Del Papa
                                   ------------------------
                                         Secretary of State


                                   By /S/ Nancy [Illegible]
                                   ------------------------
                                                     Deputy

================================================================================

<PAGE>

----------------------------------------
SECRETARY OF STATE
STATE OF NEVADA

MAY 14, 1987

FRANKIE SUE DEL PAPA  SECRETARY OF STATE

/S/Frankie Sue Del Papa

No. 3690 - 87
----------------------------------------


                            ARTICLES OF INCORPORATION
                                       OF
                                VENTURECAP, INC.

I. NAME The name of the corporation is:

                                VENTURECAP, INC.

II. PRINCIPAL  OFFICE:  The location of the principal office of this corporation
within the State of Nevada is located at: c/o Lloyd G. Hollis,  3751 So.  Nellis
Blvd. Space 310, Las Vegas, Nevada 89121.

III.  PURPOSE:  The purpose for which this corporation is formed is to engage in
any lawful activity.

IV.  AUTHORIZATION  OF CAPITAL STOCK : The amount of the total  authorization of
capital stock of the corporation shall be TWENTY THOUSAND DOLLARS  ($20,000.00),
consisting  of twenty  Million  (20,000,000)  shares of common  stock with a par
value of ONE TENTH OF ONE CENT ($0.001) per share.

V. INCORPORATORS:  The names and addresses of each of the incorporators  signing
these Articles of Incorporation are as follows:

     1.   James E. Glavas, 6640 So. 2475 East Salt Lake City, Utah 84121.

     2.   Bonnie Hollis, 3633 So. 3325 West, West Valley City, Utah 84119.

     3.   Lloyd G. Hollis, 3751 So. Nellis Blvd. Space 310, Las Vegas, Nevada
          89121

VI.  DIRECTORS:  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 specified by the bylaws of the corporation;
provided,  however,  the number of  directors  shall not be reduced to less than
three (3).

     The names and  addresses  of the  Directors  comprising  the first Board of
     Directors are as follows:

     1.   James E. Glavas, 6640 So. 2475 East Salt Lake City, Utah 84121.

     2.   Bonnie Hollis, 3633 So. 3325 West, West Valley City, Utah 84119.

     3.   Lloyd G. Hollis, 3751 So. Nellis Blvd. Space 310, Las Vegas, Nevada
          89121.

     The  name  and  residence  address  within  the  State  of  Nevada  of this
corporation's  initial resident agent shall be: Lloyd G. Hollis, 3751 So. Nellis
Blvd. Space 310, Las Vegas, Nevada 89121.

VII. STOCK NON-ASSESSABLE:  The capital stock or the holders thereof,  after the
amount of the  subscription  price has been paid in, shall not be subject to any
assessment whatsoever to pay the debts of the corporation.


<PAGE>

VIII. TERM OF EXISTENCE: This corporation shall have perpetual existence.

IX.  CUMULATIVE  VOTING: No cumulative voting shall be permitted in the election
of Directors.

X. PREEMPTIVE RIGHTS: Stockholders shall not be entitled to preemptive rights.

XI. The  directors of the  corporation  above named,  and their duly elected and
qualified  successors  shall  have  the  unqualified  right of  adoption  of and
subsequent  revision or  amendment to the by-laws of this  corporation,  without
resort to approval thereof by shareholders of this corporation.

XII. The directors of the  corporation  above named,  and their duly elected and
qualified  successors  shall have the  unqualified  right to authorize and issue
other and additional  classes of stock of this  corporation in addition to those
herein  provided,  without resort approval  thereof by the  shareholders of this
corporation.

     IN WITNESS WHEREOF,  we have hereunto set our hands and seals this 30th day
of Dec. 1986.

                                            /S/ James E. Glavas
                                            -----------------------------
                                            JAMES E. GLAVAS


                                            /S/ Bonnie Hollis
                                            -----------------------------
                                            BONNIE HOLLIS


                                            /S/ Lloyd G. Hollis
                                            -----------------------------
                                            LLOYD G. HOLLIS


STATE OF UTAH           )
                        ) ss.
COUNTY OF SALT LAKE     )


     On this 30th day of Dec.  1986 ,  before  me, a Notary  Public,  personally
appeared  James E. Glavas and Bonnie  Hollis who  acknowledge  they executed the
above instrument.


                                            /S/ JOAN M. NORTH
                                            -----------------------------
                                            Notary Public

                                            [SEAL]    NOTARY PUBLIC
                                                      STATE OF NEVADA
                                                      County of Clark
                                                      JOAN M. NORTH
                                            My Appointment Expires Jan. 22, 1989


<PAGE>

STATE OF NEVADA         )
                        )     ss
COUNTY OF CLARK         )


     On this 30 day of December,  1986,  before me, a Notary Public,  personally
appeared Lloyd G. Hollis who acknowledged he executed the above instrument.


                                            /S/ JOAN M. NORTH
                                            -----------------------------
                                            Notary Public

                                            [SEAL]    NOTARY PUBLIC
                                                      STATE OF NEVADA
                                                      County of Clark
                                                      JOAN M. NORTH
                                            My Appointment Expires Jan. 22, 1989


<PAGE>

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

          JUL 11, 1995

         No. 3690 - 87

        /S/ [ILLEGIBLE]
 [ILLEGIBLE] SECRETARY OF STATE

--------------------------------

     CERTIFICATE OF AMENDMENT TO

     ARTICLES OF INCORPORATION OF

                                VENTURECAP, INC.

     THE  UNDERSIGNED  President  and  Secretary  of  Venturecap,  Inc.,  of the
corporation,  pursuant to the  provisions  of Sections  78.385 and 78.390 of the
Nevada  Revised   Statutes,   for  the  purpose  of  amending  the  Articles  of
Incorporation of said Corporation, do hereby certify as follows:

     That the shareholders of said Corporation at its Special Meeting in Lieu of
Annual  Meeting of  Shareholders  duly convened and held on the 5th day of July,
1995,  adopted  a  resolution  to amend the  Articles  of  Incorporation  of the
Corporation as follows:

FIRST: Article IV shall be amended to read as follows:

"IV.  Authorization  of Capital Stock:  The aggregate number of shares which the
Corporation  will have authority to issue is One Hundred  Million  (100,000,000)
shares of common  stock,  par value $.001 per share,  each share of common stock
having  equal rights and  preferences;  and Ten Million  (10,000,000)  shares of
preferred stock, par value $.001 per share,  which shares of preferred stock may
be issued in various  series  and with  terms,  rights,  voting  privileges  and
preferences to be determined by the Board of Directors at the time of issuance."

     The foregoing  amendment to the Articles of Incorporation  was duly adopted
by the shareholders of the Corporation on the 5th day of July, 1995.

     At the date of the  Meeting  of  Shareholders,  the number of shares of the
Corporation's  common stock  outstanding  and entitled to vote on the  foregoing
amendment  to the  Articles of  Incorporation  was  955,450.  A total of 765,550
shares voted FOR the aforesaid amendment (representing  approximately 80% of the
issued and outstanding  shares of the  Corporation) and -0- shares voted AGAINST
such amendment.

     DATED this 5th day of July, 1995.

     The undersigned  President and Secretary of the Corporation  hereby declare
that the foregoing  Certificate of Amendment To The Articles of Incorporation is
true and correct to the best of their knowledge and belief.


<PAGE>


STATE OF UTAH       )
                    )   ss.
COUNTY OF SALT LAKE )


------------------------------------        /S/ Linda Fredrickson               
[SEAL]      Notary Public                   -----------------------------       
          LINDA FREDRICKSON                 Notary Public                       
          751 West 300 South                                                    
     Salt Lake City, Utah 84104             Residing at Salt Lake City, Utah    
         My Commission Expires      
            August 26, 1996
            State Of Utah
------------------------------------

My Commission Expires:

AUG. 25, 1998
----------------------


     On this 6th day of July, 1995, before me, the undersigned, a Notary Public,
in and for said State,  personally  appeared James R. Glavas and Don Danielsen ,
who first being duly sworn,  did each hereby  affirm that they are the President
and Secretary,  respectively of Venturecap, Inc., a Nevada corporation, and that
they did execute the  foregoing  Amendment to the Articles of  Incorporation  on
behalf of said  Corporation and that such instrument was executed  pursuant to a
resolution of the Board of Directors and ratified by more that a 50% majority of
the issued and outstanding shares of the Corporation's common stock.


------------------                          /S/ James R. Glavas
RECEIVED                                    -----------------------------
JUL 11 1995                                 JAMES R. GLAVAS, President
[ILLEGIBLE]
SECRETARY OF STATE                          /S/ Don Danielsen
------------------                          -----------------------------
                                            DON DANIELSEN, Secretary


<PAGE>




------------------
RECEIVED          
JUL 11 1995       
[ILLEGIBLE]
SECRETARY OF STATE
------------------


<PAGE>

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

          JUL 18, 1995

        /S/ [ILLEGIBLE]

 [ILLEGIBLE] SECRETARY OF STATE
         No. 3690 - 87

--------------------------------


                               ARTICLES OF MERGER
                                       OF
                             FiberCore Incorporated,
                              a Nevada Corporation
                                      Into
                                Venturecap, Inc.,
                              A Nevada Corporation


     THE UNDERSIGNED, as the President and the Secretary of Venturecap,  Inc., a
Nevada  corporation  (the  "Surviving  Corporation"),  as and for the purpose of
complying with the provisions of Nevada Revised Statutes ("NRS") Sections 78.451
et seq.,  and in order to  effectuate  the merger of FiberCore  Incorporated,  a
Nevada Corporation into Venturecap, Inc., a Nevada Corporation, hereby certifies
as follows:

     1. The name of the Constituent  Corporation is FiberCore  Incorporated  and
its place of  incorporation  was the State of Nevada.  The name of the Surviving
Corporation  is  Venturecap,  Inc. and its place of  incorporation  was also the
State of Nevada.

     2. A plan of merger  has been  adopted  by the Board of  Directors  of each
corporation that is a party to this merger.

     3. The plan of  merger  was  submitted  by the  Board of  Directors  of the
Surviving  Corporation  to  is  stockholders  pursuant  to  the  Nevada  Revised
Statutes.  Of the 955,451  outstanding  shares of Venturecap  common stock,  par
value, $.001 per share at the time of the vote, all were entitled to vote on the
plan of the  merger,  765,550  were  represented  at the  shareholders  meeting,
765,550 shares were voted in favor of the plan of merger and 0 shares were voted
against  the  plan  and the  number  of  votes  cast in  favor  of the  plan was
sufficient for approval of the plan of merger.

     4. The plan of  merger  was  submitted  by the  Board of  Directors  of the
Constituent  Corporation  to its  stockholders  pursuant  to the Nevada  Revised
Statutes.  Of the 6,605,277  outstanding  shares of FiberCore  common stock, par
value, $.01 per share, holders representing  5,333,334 shares agreed to the plan
of  merger  by  written  consent,  and  the  consent  of such  stockholders  was
sufficient for approval.


<PAGE>

     4. The Articles of  Incorporation  of the Surviving  Corporation are hereby
amended as follows:

     Article 1 of the Articles of  Incorporation  is deleted in its entirety and
replaced by the following:

     The Name of the Corporation is FiberCore, Inc.

     5. A  complete  executed  plan of  merger  is on file at the  office of the
registered agent of the Surviving Corporation which is hereby changed to be:

            Corporation Trust Company
            One East 1st Street, Suite 1600
            Reno, Nevada 89501

            Formerly the registered agent was:

            Broadmoor Associates, Inc.
            3916 Orville Circle
            Las Vegas, Nevada 89108

     6. A copy  of the  plan  of  merger  will  be  furnished  by the  Surviving
Corporation  on  request  and  without  any  cost  to  any  stockholder  of  any
corporation which is a party to this merger.

     7. The effective  date of the merger is the date upon which these  Articles
of Merger  are filed in the  Office  of the  Secretary  of State of the State of
Nevada.


<PAGE>

     IN WITNESS WHEREOF, we have set forth our hands as of the 18th day of July,
1995.


                                    VENTURECAP, INC


                                    By__________________
                                        Name:
                                        Title: President


                                    By__________________
                                        Name:
                                        Title: Secretary

                                    FIBERCORE, INCORPORATED


                                    By /S/ Mond Aslami
                                       -----------------------
                                        Name:  MOND ASLAMI
                                        Title: President


                                    By /S/ Charles De Luca
                                       -----------------------
                                        Name:  CHARLES DE LUCA
                                        Title: Secretary

------------------
[ILLEGIBLE]
JUL 18 1995       
[ILLEGIBLE]
------------------


<PAGE>

     IN WITNESS  WHEREOF,  we have set forth our hands as of the 18 day of July,
1995.


                                    VENTURECAP, INC


                                    By /S/ James R. Glavas
                                       ----------------------
                                        Name:
                                        Title: President


                                    By /S/ Don Danielsen
                                       ----------------------
                                        Name:
                                        Title: Secretary


                                    FIBERCORE INCORPORATED


                                    By__________________
                                        Name:
                                        Title: President


                                    By__________________
                                        Name:
                                        Title: Secretary


<PAGE>


     THE  CORPORATION  TRUST COMPANY OF NEVADA hereby accepts the appointment as
Resident Agent of FIBERCORE, INC.

     Date: July 12, 1995

                                         THE CORPORATION TRUST COMPANY OF NEVADA
                                                               Resident Agent


                                         By /S/ Timothy E. Carlson
                                           -------------------------------------
                                                TIMOTHY E. CARLSON
                                                ASSISTANT SECRETARY

------------------
RECEIVED
JUL 18 1995       
[ILLEGIBLE]
------------------


<PAGE>

STATE OF    UTAH        )
                        )  ss
COUNTY OF SALT LAKE     )

     On this 18 day of July, 1995, before me, the undersigned,  a Notary Public,
in and for said State,  personally  appeared  James R. Glavas and Don Danielsen,
who first being duly sworn,  did each hereby  affirm that they are the President
and Secretary,  respectively of Venturecap, Inc., a Nevada corporation, and that
they did execute the  forgoing  Article of Merger on behalf of said  Corporation
and that such  instrument was executed  pursuant to a resolution on the Board of
Directors  and ratified by more than 50% majority of the issued and  outstanding
shares of the Corporation's common stock.


                                           /S/ Kelly A. Henderson               
                                           -----------------------------        
                                               Notary Public                    

                                           Residing at Salt Lake City, Utah


My Commission Expires:

JAN-25-1999
----------------------


------------------------------------
[SEAL]      Notary Public           
          /S/ KELLY A. HENDERSON    
          455 South 300 East ____   
     Salt Lake City, Utah 84111     
         My Commission Expires      
            January 5, 1999
            State Of Utah
------------------------------------


<PAGE>


------------------
RECEIVED
JUL 18 1995       
[ILLEGIBLE]
------------------