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

                NOV 30, 1989

/s/ Frankie Sue Del Papa, Secretary of State
                No. 10061-89

                            ARTICLES OF INCORPORATION

                                       OF

                          WORLD WIDE STONE CORPORATION


         The undersigned, for the purpose of forming a corporation,  pursuant to
and by virtue of Chapter 78 of the Nevada Revised Statutes, hereby certifies and
adopts the following Articles of Incorporation.

                                   ARTICLE I

                                     NAME

         The name of the corporation shall be:

                          WORLD WIDE STONE CORPORATION


                                   ARTICLE II

                                PRINCIPAL OFFICE

         The location of the principal office of the corporation in the State of
Nevada is 2929 South Maryland  Parkway,  Suite A, Las Vegas,  Nevada 89109.  The
corporation  may also  maintain  an office or  offices  at such  other  place or
places, either within or without the State of Nevada, as may be determined, from
time to time, by the Board of Directors.

                                  ARTICLE III

                                   PURPOSES

         The purpose for which this  corporation  is  organized to engage in any
business  or  activity  not  forbidden  by  the  law  or by  these  Articles  of
Incorporation.
<PAGE>
                                   ARTICLE IV

                                 CAPITAL STOCK

         Section 1. Authorized  Shares. The aggregate number of shares which the
corporation  shall  have  authority  to  issue  shall  be two  classes  of stock
designated as follows:

         (a) One Hundred Million  (100,000,000)  shares of common capital stock,
of one mil ($.001) par value; and

         (b) Twenty-five Million  (25,000,000) shares of preferred stock, of one
mil ($.001) par value.

         The Board of  Directors  shall be vested with the  authority to fix and
determine the designations,  rights, preferences, or other variations of each of
the above classes (or series within each class), as proscribed by N.R.S. 79.165.

         Section 2.  Consideration for Shares. The stock authorized by Section 1
of this Article shall be issued for such  consideration as shall be fixed,  from
time to time, by the Board of Directors.

                                   ARTICLE V

                                   DIRECTORS

         The members of the governing board of the  corporation  shall be styled
Directors.  The  number of  directors  shall be at least  Three  (3);  provided,
however,  that at such time when the  common  stock is owned by less than  three
shareholders,  the Board of Directors may consist of less than three  directors.
There shall be more than one initial stockholder,  and accordingly,  the initial
Board of  Directors  shall  consist of three  members.  The name and post office
address of the directors constituting the first Board of Directors shall be:

                       Frank Cunningham
                       2929 South Maryland Parkway
                       Suite A
                       Las Vegas, Nevada 89109

                       Gordon L. Hall
                       2929 South Maryland Parkway
                       Suite A
                       Las Vegas, Nevada 89109

                                       2
<PAGE>
                       Mario Ruiz
                       2929 South Maryland Parkway
                       Suite A
                       Las Vegas, Nevada 89109

The number of directors may be changed from time to time in such manner as shall
be provided in the By-Laws of the corporation.

                                   ARTICLE VI

                              ASSESSMENT OF STOCK

         The  capital  stock  of  this  Corporation,  after  the  amount  of the
subscription  price has been  fully  paid in,  shall not be  assessable  for any
purpose,  and no stock  issued  as fully  paid up shall  ever be  assessable  or
assessed.  The holders of such stock shall not be  individually  responsible for
the debts,  contracts, or liabilities of the corporation and shall not be liable
for assessment to restore impairments in the capital of the corporation.

                                  ARTICLE VII

                                 INCORPORATORS

         The name and post  office  address of the  incorporator  signing  these
Articles of Incorporation is as follows:

                       Gordon L. Hall
                       2929 South Maryland Parkway
                       Suite A
                       Las Vegas, Nevada 89109

                                  ARTICLE VIII

                       DIRECTOR/OFFICER PERSONAL LIABILITY

         No director or officer of the corporation shall be personally liable to
the  corporation  or any of its  stockholders  for  damages  for a  breach  of a
fiduciary  duty as a director  or officer  involving  any act or omission of any
such director or officer  occurring on or after the date of their taking office;
provided, however, that the foregoing provision shall not eliminate or limit the
liability of a director or officer of the corporation for:

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<PAGE>

            (a) acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law; or

            (b) the payment of dividends in violation of Nevada Laws.

                                   ARTICLE IX

                                INDEMNIFICATION

         The  corporation  may  provide in its By-Laws or by  agreement,  to the
extent permitted by the laws of the State of Nevada, for the  indemnification of
and the  advancement  of expenses  for the  corporation's  directors,  officers,
employees or agents and any person serving at the request of the  corporation as
a director,  officer,  employee,  or agent of another corporation,  partnership,
joint  venture,  trust or  other  enterprise  in the  defense  of their  acts or
omissions while serving in such capacity.

                                   ARTICLE X

                               PROSPECTIVE EFFECT

         Any repeal or modification of this Article approved by the stockholders
of the  corporation  shall be  prospective  only.  In the event of any  conflict
between  this  Article and any other  Article of the  corporation's  Articles of
Incorporation, the terms and provisions of this Article shall control.

                                   ARTICLE XI

                                      TERM

         The Corporation shall have perpetual existence.

         IN WITNESS WHEREOF,  I have executed these Articles of Incorporation on
this 14th day of November, 1989.



                                              /s/ Gordon L. Hall
                                              ------------------------------
                                                  Gordon L. Hall

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<PAGE>


STATE OF NEVADA     )
                    )   SS:
COUNTY OF CLARK     )

     On this 29th day of  November,  1989,  before  me, the  undersigned  Notary
Public,  personally  appeared  Gordon  L.  Hall,  known  to me to be the  person
described in and who executed the foregoing instrument and who acknowledged that
he executed the same for the purposes stated therein.



                                              /s/ Jeffrey Alan Tiller
                                              ------------------------------
                                              NOTARY PUBLIC in and for said
                                              County and State

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