<PAGE>

                            CERTIFICATE OF INCORPORATION
                                         OF
                             ROSELAND OIL AND GAS, INC.

     The undersigned, a natural person, for the purpose of organizing a for
profit corporation for conducting the business and promoting the purposes
hereinafter stated, under the provisions of and subject to the requirements of
the Oklahoma General Corporations Act (the "Act"), hereby certifies that:

     First:    The name of the Corporation is Roseland Oil and Gas, Inc. (the
"Corporation").

     Second:   The address of the Corporation's registered office in the State
of Oklahoma is 2021 South Lewis, Suite 570, Tulsa, Oklahoma 74104.  The name of
the Corporation's registered agent at such address is P. Gae Widdows.

     Third:    The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the general corporation
law of the State of Oklahoma.

     Fourth:
     (a)  The total number of shares of common stock which the Corporation shall
     have authority to issue is Fifty Million (50,000,000), each of the shares
     having a par value of One Cent ($00.01)

     (b)  The total number of shares of preferred stock which the
     Corporation shall have authority to issue is Ten Million (10,000,000), each
     of the shares having a par value of One Cent ($00.01).

     (c)  The total authorized capital of the Corporation is Six Hundred
     Thousand Dollars ($600,000.00).

     (d)  The Board of Directors of the Corporation shall have full authority,
     to the extent permitted by law, to increase, decrease or otherwise adjust
     the capital; stock of the Corporation, to designate the classes or series
     thereof and to determine whether all or any part of such stock shall have
     voting powers, full or limited, or no voting powers, and to determine such
     designations, and such powers, preferences, relative, participating or
     optional, or other special rights and the qualifications, limitations or
     restrictions thereof as the Board shall from time to time determine in duly
     adopted resolutions.

     (e)  At any time and from time to time when authorized by resolution of the
     Board of Directors an without any action by its shareholders, the
     Corporation may issue or sell any shares of its capital stock of any class
     or series, whether out of the unissued shares thereof authorized by the
     Certificate of Incorporation of the corporation as originally filed or by
     any amendment thereof

<PAGE>

     or out of shares of its capital stock acquired by it after the issue.
     thereof, and whether or not the shares thereof so issued or sold shall
     confer upon the holders thereof the right to exchange or convert such
     shares for or into other shares of capital stock of the Corporation of
     any class or classes or any series thereof.  When similarly authorized,
     but without any action by its shareholders, the Corporation may issue
     or grant rights, warrants or options, in bearer or registered or such
     other form as the Board of Directors may determine. Such rights,
     warrants or options may be issue of any bond, debentures, notes
     obligations or other evidence or indebtedness or shares of the capital
     stock of any class or series of the, Corporation and for such
     consideration and on such terms and conditions as the Board of Directors
     in its sole discretion may determine.  In each case, the consideration
     to be received by the Corporation for any such shares so issued or sold
     shall be such as shall be fixed from time to time by resolution of the
     Board of Directors.

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

          NAME                               MAILINC ADDRESS
          ----                               ---------------

     P. GAE WIDDOWS                     2021 South Lewis, Suite 570
                                             Tulsa, OK 74107

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

     (a)  To adopt, amend or repeal the Bylaws of the corporation;

     (b)  To authorize and cause to be executed or granted mortgages, security
     interest and liens upon the real and personal property of the Corporation;

     (c)  To set apart out of any of the funds of the Corporation available
     for dividends a reserve or reserves for any proper purpose and to abolish
     any such reserve in the manner in which it as created;

     (d)  By a majority of the whole Board of Directors, to designate one or
     more committees, each committee to consist of one (1) or more of the
     directors of the Corporation.  The board may designate one (1) or more
     directors as alternate members of any committee, who may replace any absent
     or disqualified member at any meeting of the committee.  Any such
     committee, 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; provided, however, the Bylaws may provide that in the
     absence of disqualification of any member

<PAGE>

     of such committee or committees, the member or members thereof present
     at any meeting and not disqualified from voting, whether or not he or
     they constitute a quorum, may unanimously appoint another member of the
     Board of Directors to act at the meeting in place of any such absent of
     disqualified member

     (e)  When and as authorized by the affirmative vote of the holders of a
     majority of the stock issued and outstanding having voting power given at a
     shareholders' meeting duly called upon such notice as is required by law,
     or when authorized by the written consent of the holders of a majority of
     the voting stock issued and outstanding, to sell, lease or exchange all or
     substantially all of the property and assets of the Corporation, including
     its goodwill and its corporate franchise, upon such terms and conditions
     and for and for such consideration, which may consist in whole or in part
     of money or property including shares of stock in, and/or other securities
     of, any other corporation or corporations, a its Board of Directors shall
     deem expedient and for the best interests of the Corporation.

     SEVENTH:  Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its shareholder or any class of them, any court of equitable
jurisdiction within the State of Oklahoma, on the application in a summary way
of this corporation or of any creditor or shareholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 1106 of Title 18 of the Oklahoma Statutes or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of the Section 1100 of Title 18 of the
Oklahoma Statutes order a meeting of the creditors or class of creditors, and/or
of the shareholders or class of shareholders of this corporation, as the case
may be, to be summoned in such manner as the court directs.  If a majority in
number representing three-fourths (3/4) in value of the creditors or class of
creditors, and/or of the shareholders or class of shareholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence or such compromise or
arrangement, the compromise, or arrangement and the reorganization shall, if
sanctioned by the court to which the application has been made, be binding on
all the Creditors or class of creditors and/or on all the Shareholders or class
of shareholders of this corporation, as the Case may be, and also on this
corporation.

     EIGHTH:   Meetings of shareholders may be held within or without
the State of Oklahoma, as the Bylaws may provide.  The books of the
Corporation may be kept (subject to applicable law) inside or outside the State
of Oklahoma at such place or places as may be designated from time to time by
the Board of Directors or in the Bylaws of the Corporation.  Election of
directors need not be by written ballot unless the Bylaws of the Corporation
shall so provide.

<PAGE>

     NINTH:    To the extent permitted by law, no contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void, or voidable solely for
this reason, or solely because the directors of officers are present at or
participate in the meeting of the board or committee thereof which authorizes
the contract or transaction, or solely because the directors or officers or
their votes are counted for such purpose.

          TENTH:    A director of the Corporation shall not be personally
liable to the Corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation of its shareholders, (ii) for acts
or omissions that are not in good faith or that involve intentional misconduct
or knowing violation of law, (iii) under Section 1053 of the Act, or (iv) for
any transaction from which the director derives an improper personal benefit.

          ELEVENTH: The Board of Directors is expressly authorized to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative, other than an action by or in the
right of the Corporation,, by reason of the fact that such person is or was a
director, officer, employee or agent of the Corporation or is or was serving at
the request of the Corporation as a directors officer, employee or agent or
another corporation, partnership, joint venture, trust or other enterprise
against expenses, including attorney's fees, judgments, fines and amounts paid
in settlement to the extent and in the manner permitted by the laws of the State
of Oklahoma.

          TWELFTH:  In furtherance and not in limitation of the powers
conferred by the laws of the State of Oklahoma, the Board of Directors, is
expressly authorized to adopt, amend or repeal the Bylaws of the corporation.

          THIRTEENTH:    The Corporation reserves the right to amend, alter
change or repeal any provision contained in this Certificate of Incorporation,
in the manner now or hereafter prescribed by law, and all rights conferred upon
the shareholders herein are granted subject to this reservation.

          THE UNDERSIGNED, being the incorporator herein before named, for the
purpose of forming a corporation pursuant to the Oklahoma General Corporation
Act, makes this Certificate, hereby declaring and certifying that this is the
act and deed of the undersigned and that the facts herein stated are true, as of
this  31ST day of July, 1991.


                                       -----------------------------------
                                       P. Gae Widdows

<PAGE>

                                 ARTICLES OF MERGER

     THESE ARTICLES OF MERGER are executed and entered into as of the 15TH day
of August, 1991, by and between ROSELAND OIL AND GAS, INC., a Utah corporation
(hereinafter referred to as "Roseland"), and ROSELAND OIL AND GAS, INC. an
Oklahoma corporation (hereinafter referred to as "ROG" or the "Surviving
Corporation").

                                     ARTICLE I

                                   PLAN OF MERGER

     Pursuant to these Articles of Merger, it is intended and agreed that
Roseland will be merged into ROG and ROG shall be the Surviving Corporation.
The name of the Surviving Corporation shall be "Roseland Oil and Gas, Inc."  The
terms, conditions, and understanding of the merger are set forth in the
Agreement and Plan of Merger between Roseland and ROG, dated as of July 25, 1991
("Plan of Merger"), a copy of which is attached hereto as Exhibit "A" and
incorporated herein by this reference.


                                     ARTICLE II

                        ARTICLE OF INCORPORATION AND BYLAWS

     On the consummation of the merger, the articles of incorporation and bylaws
of the Surviving Corporation shall be the certificate of incorporation and
bylaws of ROG.


                                    ARTICLE III

                      AUTORIZED AND OUTSTANDING SHARES OF ROG

<PAGE>

     Roseland has 50,000,000 shares of common voting stock, no par value
authorized, of which 10,517,300 shares are issued and outstanding.  Each of the
shares is entitled to one vote.


                                     ARTICLE IV

                     AUTHORIZIED AND OUTSTANDING SHARES OF ROG

     ROG has 50,000,000 shares of common voting stock, $0.01 par value and
10,000,000 shares of preferred stock, $0.01 par value authorized of which no
shares are issued and outstanding.  Each of the shares is entitled to one vote.


                                     ARTICLE V

                        APPROVAL BY STOCKHOLDERS OF ROSELAND

     Of the 10,517,300 issued and outstanding shares of Roseland, 6,806,500 of
     such shares were voted in favor of entering into the Plan of Merger, with
     zero shares of common stock of Roseland dissenting.  Such shares were voted
     individually and not as a class.


                                     ARTICLE VI

                                  APPROVAL BY ROG

     The Plan of Merger was duly approved and adopted by the board of directors
     of ROG in accordance with the Oklahoma General Corporation Act, and no
     stockholder approval of ROG is required under said act since there is no
     common or preferred stock of ROG issued and outstanding.

                                    ARTICLE VII

                       AGREEMENT AND IRREVOCABLE APPOINTMENT

     The Agreement and Irrevocable Appointment required by section 16-10-72 of
     the Utah Business Corporation Act is attached hereto as Exhibit "B" and
     incorporated herein by this reference.

<PAGE>

     IN WITNESS WHEREOF, the undersigned corporations, ACTING BY THEIR
     RESPECTIVE PRESIDENTS and secretaries, have executed these Articles of
     Merger as of the date first-above written.


                                       ROSELAND OIL AND GAS, INC.
                                       a Utah Corporation
ATTEST:



                                       By
--------------------------------          ----------------------------------
Judy M. Brooks, Secretary                 Roy T. Rimmer, Jr.,President,


                                       ROSELAND OIL AND GAS, INC.
ATTEST:                                an Oklahoma Corporation


                                       By
--------------------------------          ----------------------------------
Joseph T. Howard, Secretary               William G. Vandever, President




STATE OF OKLAHOMA    )
                     :ss
COUNTY OF TULSA      )


          On this 15TH day of August, 1991, personally appeared before me Roy
     T. Rimmer, Jr., and Judy M. Brooks, who being by me duly sworn did say,
     each for themselves, that he, the said Roy T. Rimmer.  Jr., is the
     president, and she, the said Judy M. Brooks, is the secretary,
     respectively, of Roseland Oil and Gas, Inc., a Utah corporation, that they
     are the persons who executed the foregoing Articles of Merger on behalf of
     said corporation, and that the statements contained therein are true.


                                       ----------------------------------
                                       Notary Public
                                       Residing in

My Commission Expires:

<PAGE>



STATE OF OKLAHOMA        )
                         :ss
COUNTY OF TULSA          )

          On this 15TH day of August. 1991, personally appeared before me
     William G. Vandever and Joseph T. Howard. who being by me duly sworn did
     say, each for themselves, that he, the said William G. Vandever, is the
     president, and he. the said Joseph T. Howard, is the secretary,
     respectively, of Roseland Oil and Gas, Inc., an Oklahoma corporation, that
     they are the persons who executed the foregoing Articles of Merger on
     behalf of said corporation, and that the statements contained therein are
     true.



                                       ----------------------------------
                                       Notary Public
                                       Residing in


My Commission Expires:


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



                                  AMENDMENT NO. 1

                                      AMENDED
                            CERTIFICATE OF INCORPORATION
                        (After Receipt of Payment of Stock)

                                         of
                             ROSELAND OIL AND GAS, INC.

     TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA, 101 State Capitol
     Building, Oklahoma City, Oklahoma 73105:

          The undersigned Oklahoma corporation, for the purpose of amending its
     certificate of incorporation as provided by Section 1077 of the Oklahoma
     General Corporation Act, hereby certifies:


     1.   A.   The name of the corporation is:  ROSELAND OIL AND GAS, INC.

<PAGE>

          B.   As amended: The name of the corporation has been changed to:

              N/A

     2.   A.   No change, as filed X.
                                  ---

          B.   As amended:    The address of the registered office in the State
          of Oklahoma and the name of the registered agent at such address

          N/A
     --------------------------------------------------------------------------
     NAME           STREET ADRESS                    CITY   COUNTY    ZIP CODE
                    (P.O. BOXES ARE NOT ACCEPTABLE)

     3.   A.   No change, as filed ________.

          B.   As amended:  The duration of the corporation is:
          Perpetual.

     4.   A.   No change, as filed  X.
                                   ---

          B.   As amended:  The purpose or purposes for which the corporation
          is formed are:

          N/A

     5.   A.   No change, as filed  X.
                                   ---

          B.   As amended: The aggregate number of the authorized shares,
               itemized by class, par value of shares, shares without par
               value, and series, if any, within a class is:


<TABLE>
<CAPTION>
          NUMBER OF SHARES SERIES              PAR VALUE PER SHARE
          <S>                                  <C>
          Common:           10,000,000         $ .05
          Preferred:        10,000,000         $ .01

          TOTAL NO. SHARES: 20,000,000         TOTAL AUTHORIZED CAPITAL:
</TABLE>

     6.   With respect to this domestic corporation with a class of voting stock
     listed or traded on a national securities exchange, which has Ten Thousand
     (10,000) or more shareholders, any action required by the provisions of the
     Oklahoma General Corporation

<PAGE>

     Act to be taken at any annual or special meeting of shareholders of this
     Corporation or any action which may be taken at any annual or special
     meeting of such shareholders, may be taken without a meeting, without
     prior notice and without a vote, if a consent or consents in writing,
     setting forth the action so taken, shall be signed by the holders of all
     outstanding stock entitled to vote thereon and shall be delivered to the
     Corporation by delivery to its registered office in this state, its
     principal place of business, or an officer or agent of the Corporation
     having custody of the book in which proceedings of meetings of
     shareholders are recorded.  Delivery made to a corporation's registered
     office shall be by hand or by certified or registered mail, return
     receipt requested.  This provision shall be effective with respect to
     this Corporation's actions by written consent, and to such written
     consent or consents, as to which the first written consent is executed
     or solicited after September 1, 1991.

          Every written consent shall bear the date of signature of each
     shareholder or member who signs the consent and no written consent shall be
     effective to take the Corporate action referred to therein unless, within
     sixty (60) days of the earliest dated consent delivered in the manner
     required, written consent signed by sufficient number of holders or members
     to take action are delivered to the Corporation by delivery to its
     registered office in this state, its principal place of business, or an
     officer or agent of the Corporation having custody of the book in which
     proceedings of meetings of shareholders are recorded.  Delivery

<PAGE>

     made to a corporation's registered office shall be by hand or by certified
     or registered mail, return receipt requested.

          Prompt notice of the taking of the Corporate action without a meeting
     by less than unanimous written consent shall be given to those shareholders
     or members, as the case may be, who have not consented in writing.  In the
     event that the action which is consented to is such as would have required
     the filing of a certificate, if such action had been voted on by
     shareholders or by members at a meeting thereof, the certificate filed
     shall state, in lieu of any statement required concerning any vote of
     shareholders or members, that written consent has been given and that
     written notice has been given.

          That at a meeting of the Board of Directors, resolutions were duly
     adopted setting forth the foregoing proposed amendments to the
     Certificate of Incorporation of said Corporation, declaring said
     amendments to be advisable and calling a meeting of the shareholders of
     said corporation for consideration thereof.

          That thereafter, pursuant to said resolution of its Board of
     Directors, a meeting of the shareholders of said Corporation was duly
     called and held, at which meeting the necessary number of shares as
     required by statute were voted in favor of the amendments.

          SUCH AMENDMENTS WERE DULY ADOPTED IN ACCORDANCE WITH 18 O.S.,
     Section 1077.

<PAGE>

          IN WITNESS WHEREOF, said corporation has caused this certificate
     to be signed by its President and attested by its Secretary, this 16TH
     day of December, 1991

                                       By
                                          -----------------------------------
                                       WILLIAM G. VANDEVER, President
                                       of Roseland oil and Gas, Inc.


ATTEST:


------------------------------
JOSEPH T. HOWARD, SECRETARY

<PAGE>

                                   AMENDMENT NO. 2

                                 1997-1    AMENDENT

                          TO CERTIFICATE OF INCORPORATION
                           OF ROSELAND OIL AND GAS, INC.


TO:       THE SECRETARY OF THE STATE OF OKLAHOMA
          101 State Capitol Building
          Oklahoma City, Oklahoma  73105

          The undersigned Oklahoma corporation, for the purpose of amending its
Certificate of Incorporation as provided by Section 1077 of the Oklahoma General
Corporation Act, hereby certifies:

     1.   Article Second of the Certificate of Incorporation is hereby amended
          in its entirety to read as follows:

     SECOND:   The address of the Corporation's registered office in the State
               of Oklahoma is 1500 NationsBank Center, 15 West Sixth Street,
               Tulsa, Oklahoma 74119.  The name of the Corporation's Registered
               Agent at such address is P. Gae Widdows.

     2.   The aggregate number of the authorized shares, itemized by class, par
          value and series, if any, within the class is amended to be as
          follows.

<TABLE>
<CAPTION>

     No. of Shares                                   Par Value
                                                     Per Share
     <S>                         <C>                 <C>
     Common:

     50,000,000                                        $ .05

     Preferred
     10,000,000                                        $ .01

     Total No. of Shares            60,000,000

     Total Authorized Capital    2,6000,000.00
</TABLE>

          3.   All other provisions of the Certificate of Incorporation, as
amended previous to this 1997-I Amendment shall remain in full force and effect
without change.

          4.   That at a meeting of the Board of Directors (or by the unanimous
written consent of the Board of Directors), a resolution was duly adopted
setting forth the foregoing proposed Amendment to the Certificate of
Incorporation of said Corporation and declaring said Amendment to be advisable.

     THIS 1997-1 AMENDMENT TO CEPTIFICATE OF INCORPORATION WAS DULY
ADOPTED IN ACCORDANCE WITH 18 O.S. Section 1077.

     IN WITNESS WHEREOF, the undersigned has caused this 1997-1 Amendment to
Certificate of Incorporation to be signed by its __________

<PAGE>

     President and attested by its ASS'T. Secretary on this 28TH day of July,
1997.


                                       ROSELAND OIL AND GAS, INC.

                                       By:
                                          -----------------------------------
                                       William G. Vandever
                                       President

ATTEST:


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