ARTICLES OF INCORPORATION
                                       OF
                    FLEXI-BUILT MODULAR HOUSING CORPORATION

         We,  the  undersigned,  hereby  associate  ourselves for the purpose of
becoming  and forming a body  corporate  under the laws of the State of Florida,
under and by virtue of the following articles of incorporation.

                                   ARTICLE I

         The  name of the  corporation  shall  be:

                    FLEXI-BUILT MODULAR HOUSING CORPORATION.

                                   ARTICLE II

         The general  nature and the objects of the  business  and the  purposes
proposed to be transacted and varied  or are to do any and all things  mentioned
herein as fully and to the same  extent as  natural  persons  might or could do,
viz:

         1.  To  manufacture,   buy,  sell,   transport,   erect,  or  construct
prefabricated  homes and buildings,  mobile or permanent,  of every kind, nature
and description.

         2. To exercise any power and  authority  which may be done by a private
corporation  organized and existing under and by virtue of Chapter 608,  Florida
Statutes,  it being the intention that this corporation may conduct and transact
any business  lawfully  authorized  and not  prohibited by Chapter 608,  Florida
Statutes.

                                  ARTICLE III

         The  maximum   number  of  shares  of  the  capital  stock  which  this
corporation shall be  authorized to have  outstanding  at any time is fifty (50)
shares of common with a par value of Ten Dollars ($10.00) per share.

<PAGE>

                                   ARTICLE IV

         The amount of capital with which this corporation  shall begin business
is not less than Five Hundred ($500.00) Dollars.

                                   ARTICLE V

         The existence of this Corporation shall be perpetual.

                                   ARTICLE VI

         The  business  of this  corporation  shall be  conducted  by a board of
directors which shall consist of not less than three (3) nor more than seven (7)
members,  the exact  number to be fixed from time to time by the By-Laws of this
Corporation.

                                  ARTICLE VII

         The initial post office address of the corporation shall be 550 Seybold
Building, Miami, Florida, 33132.

                                  ARTICLE VIII

         The names and  addresses of the first Board of Directors who shall hold
office  for  the  first  year  of the  corporation's existence  or  until  their
successors are elected and have qualified, are as follows:

Martin Fried               550 Seybold Building
                           Miami, Florida 33132

Joel Rubin                 550 Seybold Building
                           Miami, Florida 33132

Albert D. Greenfield       550 Seybold Building
                           Miami, Florida 33132

                                   ARTICLE IX

         The  names  and  post  office  address  of  each  subscriber  to  these
Articles of Incorporation and a statement of the number of shares of stock which
each agrees to take, are as follows:

Name                       Post Office Address         No. of Shares
----                       -------------------        ---------------
Martin Fried               550 Seybold Building       20      $200.00
                           Miami, Florida 33132

Joel Rubin                 550 Seybold Building       20      $200.00
                           Miami, Florida 33132

Albert D. Greenfield       550 Seybold Building       20      $100.00
                           Miami, Florida 33132

<PAGE>

                                   ARTICLE X

         A director of this  corporation  shall not be  disqualified  by dealing
with or contracting with this corporation.

                                   ARTICLE XI

         The By-Laws of this  corporation  may provide that less than a majority
of the Board of  Directors  shall  constitute  a quorum for the  transaction  of
business.

         IN WITNESS WHEREOF,  we the undersigned,  herein have made,  subscribed
and  acknowledged  these  Articles of  Incorporation  this 11th day of February,
1969.

                                            /s/ Martin Fried
                                            ------------------------- (SEAL)
                                            Martin Fried

                                            /s/ Joel Rubin
                                            ------------------------- (SEAL)
                                            Joel Rubin

                                            /s/ Albert D. Greenfield
                                            ------------------------- (SEAL)
                                            Albert D. Greenfield

STATE OF FLORIDA    }
                    : SS.:
COUNTY OF DADE      }

         Before me, the undersigned authority, personally appeared MARTIN FRIED,
JOEL RUBIN and ALBERT D. GREENFIELD,  to me known to be the persons described in
and who  executed  the  foregoing  Articles of  Incorporation,  and each of them
acknowledged  before me,  according  to law,  that he executed  the same for the
purposes therein mentioned and set forth.

         IN WITNESS WHEREOF,  I have hereunto set my hand and seal this 11th day
of February, 1969.

                                        /s/ Robert H. Carthill
                                        ----------------------
                                        Robert H. Carthill
                                        Notary Public, State of Florida at Large

<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       OF
                           ARTICLES OF INCORPORATION

         FLEXI-BUILT MODULAR HOUSING  CORPORATION,  a corporation  organized and
existing  under and by virtue of the  provisions  of Chapter  608 of the Florida
Statutes,  the Certificate of  Incorporation of which was filed in the office of
the  Secretary  of State on February  17, 1969;  the  principal  office of which
corporation is at 1451 North Bayshore Drive, Miami,  Florida 33132;  pursuant to
the provisions of Chapter 608.18 of the Florida Statutes, DOES HEREBY CERTIFY:

         FIRST:  That the Board of  Directors  of said  corporation  unanimously
approved and proposed to the  stockholders,  and the persons  holding all of the
issued and  outstanding  shares of stock of the said  corporation did consent in
writing to the following resolution:

                         RESOLVED,  that  the  Article  III of the  Articles  of
                    Incorporation  of this corporation is hereby stricken in its
                    entirety and the following is substituted in lieu thereof as
                    said Article III.

                                  "ARTICLE III

                         The total  number of shares which this  corporation  is
                    authorized  to issue  is  3,000,000  shares,  all of the par
                    value of one cent ($.01) each. all of one class."

         SECOND: That the said amendment was duly adopted in accordance with the
provisions of Chapter 608.18 of the Florida Statutes.

         THIRD:  That the capital of said  corporation will not be reduced under
or by reason of said proposed amendment.

<PAGE>

         IN WITNESS WHEREOF,  the said FLEXI-BUILD  MODULAR HOUSING  CORPORATION
has caused its corporate seal to be hereunto affixed and this Certificate signed
by HAROLD GOLDBURG,  its President and ALBERT D. GREENFIELD,  its Secretary this
day of May, 1969.

                         FLEXI-BUILT MODULAR HOUSING CORPORATION

                              By: /s/ Harold Goldberg
                                  --------------------
                                  Harold Goldberg

                              Attest: /s/ Albert D. Greenfield
                                      -------------------------
                                      Albert D. Greenfield

I, ALBERT D. GREENFIELD, Secretary of FLEXI-BUILT MODULAR HOUSING CORPORATION, a
corporation  organized and existing  under the laws of the State of Florida,  do
hereby certify,  as the Secretary of the meeting of all the  shareholders of the
said  corporation  on May 8, 1969 called and held for the purpose of considering
the above Amendment to the Articles of  Incorporation  of the said  corporation,
that all of the  shareholders of the said corporation  approved,  by affirmative
vote, the said Amendment.

                              By: /s/ Albert D. Greenfield
                                  ------------------------
                                  Albert D. Greenfield, Secretary

STATE OF FLORIDA  }
                  : SS.:
COUNTY OF DADE    }

         Before me personally appeared HAROLD GOLDBERG and ALBERT D. GREENFIELD,
to me well  known and  known to me to be the  individuals  described  in and who
executed the foregoing  instrument  as President  and  Secretary of  FLEXI-BUILD
MODULAR  HOUSING  CORPORATION,  and severally  acknowledged  such  instrument as
President and Secretary,  respectively of said corporation, and the seal affixed
to the foregoing instrument is the corporate seal of said corporation,  and that
it was affixed to said instrument by due and regular  corporate  authority,  and
the said instrument is the free act, deed and agreement of said corporation.

         WITNESS my hand and official seal this day of May, 1969.

                                 /s/ Dean Ramey
                                 ---------------
                                 Dean Ramey
                                 Notary Public, State of Florida at Large

<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       OF
                           ARTICLES OF INCORPORATION

         FLEXI-BUILT MODULAR HOUSING  CORPORATION,  a corporation  organized and
existing  under and by virtue of the  provisions  of Chapter  607 of the Florida
Statutes,  the Certificate of  Incorporation of which was filed in the office of
the  Secretary  of State on February  17, 1969;  the  principal  office of which
corporation is at Suite 801 Brickell Centre, 799 Brickell Plaza, Miami,  Florida
33131;  pursuant to the provisions of Chapter  607.181 of the Florida  Statutes,
DOES HEREBY CERTIFY:

         FIRST:  That the Board of  Directors  of said  corporation  unanimously
approved and proposed to the stockholders,  and the persons holding the majority
of the  issued  and  outstanding  shares  of stock of the said  corporation  did
consent at a Special Meeting to the following resolution:

                    RESOLVED that the name of this corporation  shall be changed
                    to FLEXICARE, INC.

         SECOND: That the said amendment was duly adopted in accordance with the
provisions of Chapter 607.181 of the Florida
Statutes.

         THIRD:  That the capital of said  corporation will not be reduced under
or by reason of said proposed amendment.

<PAGE>

         IN WITNESS WHEREOF,  the said FLEXI-BUILT  MODULAR HOUSING  CORPORATION
has caused its corporate seal to be hereunto affixed and this certificate signed
by  MARCIA  LYNN  HUNTER,  its Vice  President  and  ALBERT D.  GREENFIELD,  its
Secretary this 12th day of March 1984.

                              FLEXI-BUILD MODULAR HOUSING CORPORATION

                              By: /s/ Marcia Lynn Hunter
                                  ------------------------
                                  Marcia Lynn Hunter

                              Attest: /s/ Albert D. Greenfield
                                      ---------------------------
                                      Albert D. Greenfield

         I, ALBERT D.  GREENFIELD,  Secretary  of  FLEXI-BUILD  MODULAR  HOUSING
CORPORATION, a corporation organized and existing under the laws of the State of
Florida,  do  hereby  certify,  as the  Secretary  of  the  meeting  of all  the
shareholders  of the said  corporation on March 13, 1984 called and held for the
purpose of considering the above Amendment to the Articles of  Incorporation  of
the said  corporation,  that in excess of a majority of the  Shareholders of the
said corporation approved, by affirmative vote, the said Amendment.

                              By: /s/ Albert D. Greenfield
                                  --------------------------
                                  Albert D. Greenfield
                                  Secretary

<PAGE>

STATE OF FLORIDA  }
COUNTY OF DADE    }

         Before  me  personally  appeared  MARCIA  LYNN  HUNTER  and  ALBERT  D.
GREENFIELD,  to me well known and known to me to be the individuals described in
and who executed the  foregoing  instrument  as Vice  President and Secretary of
FLEXI-BUILT  MODULAR  HOUSING   CORPORATION  and  severally   acknowledged  such
instrument as Vice President and Secretary,  respectively,  of said corporation,
and that the seal affixed to the foregoing  instrument is the corporate  seal of
said corporation,  and that it was affixed to said instrument by due and regular
corporate  authority,  and  that  said  instrument  is the  free  act,  deed and
agreement of said corporation.

         WITNESS my hand and official seal this 13th day of March 1984.

                                   /s/ Kathlene M. Brandon
                                   --------------------------
                                   Kathlene M. Brandon
                                   Notary Public
                                   State of Florida at Large

<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       OF
                           ARTICLES OF INCORPORATION

         FLEXI-BUILT MODULAR HOUSING  CORPORATION,  a corporation  organized and
existing  under and by virtue of the  provisions  of Chapter  607 of the Florida
Statutes,  the Certificate of  Incorporation of which was filed in the office of
the  Secretary  of State on  February  17,  1969 and whose  name was  changed to
FLEXICARE,  INC. by a Name-Change  Amendment  which was filed on March 14, 1984:
the principal office of which  corporation is at Suite 801 Brickell Centre,  799
Brickell  Plaza,  Miami,  Florida  33131;  pursuant to the provisions of Chapter
607.181 of the Florida Statutes, DOES HEREBY CERTIFY:

         FIRST:  That the Board of  Directors  of said  corporation  unanimously
approved and proposed to the stockholders,  and the persons holding the majority
of the  issued  and  outstanding  shares  of stock of the said  corporation  did
consent at a Special Meeting to the following resolution:

                    RESOLVED,   that  the  Article   III  of  the   Articles  of
               Incorporation of  this  corporation  is hereby  stricken  in  its
               entirety and the following is substituted in lieu thereof as said
               Article III.

                                  ARTICLE III.

                    The  total  number  of  shares  which  this  Corporation  is
               authorized  to issue is 10,000,000  shares,  all the par value of
               one cent ($.01) each, all of one class."

<PAGE>

         SECOND: That the said amendment was duly adopted in accordance with the
provisions of Chapter 607.181 of the Florida Statutes.

         THIRD:  That the capital of said  corporation will not be reduced under
or by reason of said proposed amendment.

         IN WITNESS WHEREOF,  the said FLEXICARE,  INC. has caused its corporate
seal to be hereunto affixed and this  certificate  signed by MARCIA LYNN HUNTER,
its Vice  President and ALBERT D.  GREENFIELD,  its  Secretary  this 30th day of
March, 1984.

                              FLEXICARE, INC.

                              By: /s/ Marcia Lynn Hunter
                                  ------------------------
                                  Marcia Lynn Hunter

                              Attest: /s/ Albert D. Greenfield
                                      ---------------------------
                                      Albert D. Greenfield

         I, ALBERT D.  GREENFIELD,  Secretary of FLEXICARE,  INC., a corporation
organized  and  existing  under  the laws of the  State of  Florida,  do  hereby
certify,  as the  Secretary of the meeting of all the  shareholders  of the said
corporation on March 12, 1984 called and held for the purpose of considering the
above Amendment to the Articles of Incorporation of the said  corporation,  that
in excess of a majority of the Shareholders of the said corporation approved, by
affirmative vote, the said Amendment.

                              By: /s/ Albert D. Greenfield
                                  --------------------------
                                  Albert D. Greenfield
                                  Secretary
<PAGE>


STATE OF FLORIDA  }
COUNTY OF DATE    }

         Before  me  personally  appeared  MARCIA  LYNN  HUNTER  and  ALBERT  D.
GREENFIELD,  to me well known and known to me to be the individuals described in
and who executed the  foregoing  instrument  as Vice  President and Secretary of
FLEXI-BUILT  MODULAR  HOUSING   CORPORATION  and  severally   acknowledged  such
instrument as Vice President and Secretary,  respectively,  of said corporation,
and that the seal affixed to the foregoing  instrument is the corporate  seal of
said corporation,  and that it was affixed to said instrument by due and regular
corporate  authority,  and  that  said  instrument  is the  free  act,  deed and
agreement of said corporation.

         WITNESS my hand and official seal this 30th day of March 1984.

                                   /s/ Kathlene M. Brandon
                                   --------------------------
                                   Kathlene M. Brandon
                                   Notary Public
                                   State of Florida at Large
<PAGE>


                             ARTICLES OF AMENDMENT
                                       TO
                           ARTICLES OF INCORPORATION
                                       OF
                                FLEXICARE, INC.

         Pursuant to the provisions of the Florida Business Corporation Act, the
undersigned  corporation  adopts the  following  amendment to the  Corporation's
Articles of  Incorporation,  which amendment was adopted by the  shareholders of
the Corporation on June 13, 1994 by the holders of the outstanding common stock,
the only voting group entitled to vote thereon,  by written consent  pursuant to
Section 607.0704 of the Florida  Business  Corporation Act. The number of shares
adopting the amendment was sufficient for approval by that group.

         1. The name of the Corporation is FLEXICARE, INC.

         2. Article III of the Articles of  Incorporation  of the Corporation is
hereby amended to read as follows:

                                  ARTICLE III

                                 Capital Stock

         The total  amount of  capital  stock  which  this  Corporation  has the
authority to issue is as follows:

         20,000,000 shares of Common Stock, $.01 par value per share; and

         1,500,000 shares of Class B Common Stock, $.10 par value per share.

<PAGE>

         The Class B Common Stock shall have the powers, rights, qualifications,
limitations and restrictions as follows:

         (i) Dividends and Other  Distributions.  The Class B Common Stock shall
be  entitled  to  receive  a  dividend  pari  passu to any  dividends  and other
distributions to the Common Stock of the Corporation.

         (ii) Liquidation.  Upon  dissolution,  liquidation or winding up of the
Corporation,  the  holders  of the Class B Common  Stock  shall be  entitled  to
receive  distributions  pari passu to any  distributions  made to the holders of
shares of Common Stock of the Corporation, share for share.

         (iii) Voting.  Shares of Class B Common Stock shall be entitled to vote
as a class with the Common Stock.

         (iv) Conversion.

         (a) Subject to the  provisions for  adjustment  hereinafter  set forth,
shares of Class B Common Stock shall be  convertible at anytime at the option of
the holder thereof, upon surrender of certificate or certificates evidencing the
shares so to be converted,  into fully paid and  nonassessable  shares of Common
Stock of the Corporation at the rate of ten (10) shares of Common Stock for each
shares of Class B Common Stock so surrendered for conversion provided,  however,
that any such shares issued in connection with any  corporation  acquisition may
not be converted until such shares have been released from any escrow  agreement
in connection with such acquisition.

         (b) The number of shares of Common  Stock into which a share of Class B
Common Stock is  convertible  shall be subject to  adjustment  from time to time
only as follows:

<PAGE>

         (i) If after the date on which shares of Class B Common Stock are first
issued  the  number of  outstanding  shares of Common  Stock is  increased  by a
dividend declared payable in shares of Common Stock to all holders of its Common
Stock or by a  subdivision  of shares of Common  Stock,  the number of shares of
Common Stock into which a share of Class B Common Stock is convertible  shall be
increased in  proportion to such  increase in the  outstanding  shares of Common
Stock.  Such adjustment shall become effective  immediately after the opening to
business on the day following the date on which the  Corporation  takes a record
of the holders of Common Stock for the purpose of entitling them to receive such
dividend or the day upon which such subdivision becomes effective.

         (ii) If after  the date on which  shares  of Class B Common  Stock  are
first issued the number of outstanding  shares of Common Stock is decreased by a
combination of shares of Common Stock, the number of shares of Common Stock into
which a share of  Class B Common  Stock is  convertible  shall be  decreased  in
proportion to such  decrease in the  outstanding  shares of Common  Stock.  Such
adjustment shall become effective  immediately  after the opening of business on
the day upon which such combination becomes effective.

         (iii)  For the  purposes  of  making  the  adjustments  referred  to in
subparagraphs  (i) and (ii) above,  the books of the  Corporation  shall control
absolutely in determining  the number of outstanding  shares of Common Stock and
the number of additional shares issued or decreased in shares as a result of any
stock dividend, subdivision or combination.

<PAGE>

         (iv) In case of any  consolidation or merger of the Corporation with or
into  another  corporation  or in case  of any  sale or  conveyance  to  another
corporation of all or substantially all the assets of the Corporation or in case
the Corporation issues by  reclassification  or  recapitalization  of its Common
Stock any shares of the Corporation,  the holder of each share of Class B Common
Stock  then  outstanding  shall  have  the  right  thereafter,  so  long  as his
conversion  right hereunder shall exist, to convert such share into the kind and
amount of shares of stock and other securities and property receivable upon such
consolidation, merger, sale, conveyance, reclassification or recapitalization by
a holder of the number of shares of Common  Stock  into  which such share  might
have been  converted  immediately  prior to such  consolidation,  merger,  sale,
conveyance,  reclassification  or  recapitalization  and  shall  have  no  other
conversion rights under these  provisions;  provided,  that effective  provision
shall be made, in the Articles or Certificate of  Incorporation of the resulting
or surviving  corporation or otherwise,  so that the provisions set forth herein
for the  protection  of the  conversions  rights of the shares of Class B Common
Stock shall  thereafter be  applicable,  as nearly as reasonably  may be, to any
such other shares of stock and other  securities and property  deliverable  upon
conversion of the shares of Class B Common Stock remaining  outstanding or other
convertible  securities  received by the holders in place thereof;  and provided
further that any such resulting or surviving  corporation shall expressly assume
the obligation to deliver, upon the exercise of the conversion  privilege,  such
shares,  other  securities  or  property as the holders of the shares of Class B
Common Stock remaining outstanding,  or other convertible securities received by
the holders in place  thereof,  shall be  entitled to receive  pursuant to these
provisions, and to make provisions for the protection of the conversion right as
above provided.  In case securities or property other than Common Stock shall be
issuable or deliverable upon conversion, then all references in this Section (v)
shall be deemed to apply, so far as appropriate and as nearly as may be, to such
other securities or property.

<PAGE>

         (v) No  fractional  shares of  Common  Stock  shall be issued  upon any
conversion but, in lieu thereof, there shall be paid to the holder of the shares
of Class B Common Stock  surrendered for conversion as soon as practicable after
the date such shares are surrendered for conversion,  an amount in cash equal to
the same fraction of the current market price per share of Common Stock,  unless
the Board of Directors shall determine to adjust fractional shares in some other
manner.

         (vi) No  adjustment  in the number of shares of Common Stock into which
each share of Class B Common Stock is convertible  shall be required unless such
adjustment  would  require an increase or decrease of at least 1/25th of a share
in the  number  of  shares  of  Common  Stock  into  which  such  share  is then
convertible; provided, however, that any adjustments which by reason of this sub
paragraph  are not  required to be made shall be carried  forward and taken into
account in any subsequent adjustment.

         (vii)  Whenever an adjustment is required in the shares into which each
share of Class B Common Stock is convertible,  the  Corporation  shall forthwith
(i)  file  with the  transfer  agent,  if any,  for the  Class B Common  Stock a
statement  describing  in  reasonable  detail the  adjustment  and the method of
calculation  used and  (ii)  cause a copy of such  notice  to be  mailed  to the
holders of record of the shares of Class B Common Stock.

<PAGE>


         (c) The  Corporation  shall at all times reserve and keep available out
of its authorized but unissued  shares the full number of shares of Common Stock
into which all shares of Class B Common Stock from time to time  outstanding are
convertible.

         (d) The Corporation will pay any and all issue and other taxes that may
be  payable in respect  of any issue or  delivery  of shares of Common  Stock on
conversion  of  shares  of Class B Common  Stock.  The  Corporation  shall  not,
however,  be  required  to pay any tax which may be  payable  in  respect of any
transfer involved in the issue and delivery of Common Stock in a name other than
that in which the shares of Class B Common Stock is converted  were  registered,
and no such  issue or  delivery  shall  be made  unless  and  until  the  person
requesting such issue has paid to the Corporation the amount of any such tax, or
has established, to the satisfaction of the Corporation,  that such tax has been
paid.

                                         FLEXICARE, INC.

                                        By: /s/ Dominick Inodara
                                            ---------------------
                                            Dominick Inodara
                                            President
June 15, 1994

<PAGE>

                              ARTICLES OF AMENDMENT
                                       TO
                           ARTICLES OF INCORPORATION
                                       OF
                                FLEXICARE, INC.

Pursuant to the provision of section 607.1005, Florida Statutes, the undersigned
corporation  adopts the  following  articles  of  amendment  to its  articles of
incorporation:

FIRST:   Amendment ($) adopted:  Name Change to Pillar Entertainment Group, Inc.

SECOND:  If  an  amendment  provides  for  an  exchange,   reclassification   or
cancellation of issued shares,  provisions for implementing the amendment if not
contained in the amendment itself, are as follows:

THIRD:   The date of each amendment's adoption: 3-15-96.

FOURTH:  Adoption of Amendment(s) (check one)

____  The  amendment(s)  was/were  adopted  by the  incorporators  or  board  of
      directors without shareholder action and shareholder action was not
      required.

___X___ The amendment(s)  was/were approved by the  shareholders.  The number of
        votes cast for the amendment(s) was/were sufficient for approval.

______ The amendment(s)  was/were  approved by the  shareholders  through voting
       groups.

          (The following  statement must be separately  provided for each voting
          group entitled to vote separately on the amendment(s).)

          The number of votes cast for the amendment(s)  was/were sufficient for
          approval by _________. (voting groups)


                                  (continued)
<PAGE>

Signed this 18 day of March 1996.

                              FLEXICARE, INC.
                              -------------------------
                              Corporation Name

                              By: /s/ G.F. Labrozzi
                                  ----------------------
                                  G.F. Labrozzi
                                  Secretary/Director

<PAGE>

                     CERTIFICATE OF DESIGNATION REGISTERED
                            AGENT/REGISTERED OFFICE

Pursuant to the provisions of section  007.0501 or 617.0501,  Florida  Statutes,
the  undersigned  corporation  organized under the laws of the state of Florida,
submits the following statement in designating the registered  office/registered
agent, in the state of Florida.

1.       The name of the Corporation is FLEXICARE, INC.

         Changed Name: PILLAR ENTERTAINMENT GROUP, INC.

2.       The name and address of the registered agent and office is:

                              G.F. Labrozzi
                              81 Brickell Ave.
                              Miami, Florida 33129

Having been named as registered  agent and to accept  service of process for the
above stated corporation at the place designated in this  certificate,  I hereby
accept the appointment as registered agent and agree to act in this capacity.  I
further  agree to comply with the  provisions  of all  statutes  relating to the
proper and complete  performance of my duties  and I am familiar with and accept
the obligations of my position as registered agent.

     /s/ G.F. Labrozzi                            Date:   3-18-96
     ---------------------
     G.F. Labrozzi

<PAGE>

                             ARTICLES OF AMENDMENT
                                       TO
                           ARTICLES OF INCORPORATION
                                       OF
                        PILLAR ENTERTAINMENT GROUP, INC.

Pursuant to the provisions of section 607.1006,  Florida Statutes,  This Florida
profit corporation adopts the following articles of amendment to its articles of
incorporation:

FIRST:   Amendment(s) adopted:

         Name change to:   FLEXICARE, INC.





SECOND:  If  an  amendment  provides  for  an  exchange,   reclassification   or
cancellation of issued shares, provisions  for implementing the amendment if not
contained in the amendment itself, are as follows:

<PAGE>

THIRD:   The date of each amendment's adoption : 7-10-96.

FOURTH:  Adoption of Amendment(s) (CHECK ONE)

_X_  The amendment(s)  was/were approved by the shareholders.  The number of
     votes cast for the amendment(s) was/were sufficient for approval.

___  The amendment(s) was/were approved by the shareholders through voting
     groups. The following statement must be separately provided for each voting
     group entitled to vote separately on the amendment(s):

               " The number of votes cast the amendment(s)  was/were  sufficient
               for approval by _________________________________________."
                                             voting group

___ The amendment(s) was/were adopted by the board of directors without
    shareholder action and shareholder action was not required.

___ The amendment(s) was/were adopted by the incorporators without shareholder
    action and shareholder action was not required.

          Signed this 31 day of July, 1996

                    By: /s/ M. Fried
                        --------------------
                        M. Fried
                        Secretary/Director

<PAGE>

                             ARTICLES OF AMENDMENT
                                     TO THE
                           ARTICLES OF INCORPORATION
                                       OF
                                FLEXICARE, INC.

Pursuant  to  the  provisions  of  Section  607.1006  Florida   Statutes,   the
undersigned  corporation  adopts the  following  articles  of  amendment  to its
articles of incorporation:

FIRST:   Amendments adopted:

         Name change to    PILLAR ENTERTAINMENT GROUP, INC.

         Officers and Directors
         G.F. Labrozzi         Chief Executive Officer, Chairman of the Board

         Gregory L. Paige      President, Director

         Address for each is 801 Brickell Ave, Suite 932, Miami FL 13131

SECOND:  If  an  amendment  provides  for  an  exchange,   reclassification   or
cancellation of issued shares,  provisions for implementing the amendment if not
contained in the amendment itself, are as follows:

THIRD:   The date of each amendment's adoption: September 9, 1996.

FOURTH:  Adoption of Amendment(s) (CHECK ONE)

___ The amendment(s) was/were adopted by the incorporators or board of directors
    without shareholder action and shareholder action was not required.

___  The amendment(s)  was/were approved by the shareholders.  The number of
     votes cast for the amendment(s) was/were sufficient for approval.

___  The amendment(s) was/were approved by the shareholders through voting
     groups.

     The following statement must be separately provided for each voting
     group entitled to vote separately on the amendment(s)

               " The number of votes cast the amendment(s)  was/were  sufficient
               for approval by _________________________________________."
                                             voting group

                                  (Continued)
<PAGE>

Signed this day 9th day of September, 1996.

FLEXICARE, INC.

By: /s/ G.F. Labrozzi
    -----------------------
    G.F. Labrozzi






<PAGE>

                             ARTICLES OF AMENDMENT
                                     TO THE
                           ARTICLES OF INCORPORATION
                                       OF
                        PILLAR ENTERTAINMENT GROUP, INC.

THE UNDERSIGNED,  the President of Pillar  Entertainment  Group,  Inc. a Florida
Corporation, does hereby certify that:

FIRST:  "That the Board of Directors  of said  Corporation,  by written  consent
filed with the minutes of the Board,  adopted the following resolution proposing
and  declaring   advisible  the  following   amendment  to  the  Certificate  of
Incorporation of said Corporation:

"That  Article  FIRST of the  Certificate  of  Incorporation  be amended and, as
amended, read a follows:

     "FIRST:  The name of the  Corporation  is  "CHRYSALIS  HOTELS  AND  RESORTS
CORP.";

     SECOND:  That the  aforesaid  amendment  was duly adopted by consent of the
requisite  majority of the  shareholders of this  Corporation in accordance with
the applicable  provisions of Section 607 of the Business Corporation Act of the
State of Florida.

     The number of votes cast by the shareholders was sufficient for approval.

     THIRD:  Prompt notice of the taking of this corporate action is being given
to all stockholders  who did not consent in writing,  in accordance with Section
607 of the Business Corporation Act of the State of Florida.

The date of adoption was October 31, 1997.

IN  WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by
Brent Nelson, its President and Secretary this 3rd day of November 1997.

PILLAR ENTERTAINMENT GROUP, INC.

By: /s/ Brent Nelson
    ------------------------
    Brent Nelson, President

ATTEST:

By: /s/ Brent Nelson
    -------------------------
    Brent Nelson, Secretary

<PAGE>


                              STATE OF WASHINGTON

                                 COUNTY OF KING

         On this 3rd day of November,  1997 before me the  undersigned  officer,
personally  appeared  BRENT NELSON who,  being first duly sworn by me,  declared
that he is the President of the PILLAR  ENTERTAINMENT  GROUP,  INC., and that he
being  authorized to do so,  executed the foregoing  instrument for the purposes
therein  contained,  by signing the name of the  corporation  by himself as such
officer; and that the statements therein contained are true.


         IN WITNESS WHEREOF I have hereunto set me hand and official seal.

By: /s/ Carol A. Barden
    ------------------------------
    Carol A. Barden, Notary Public

<PAGE>



                             ARTICLES OF AMENDMENT
                                     TO THE
                           ARTICLES OF INCORPORATION
                                       OF
                       CHRYSALIS HOTELS & RESORTS, CORP.

         THE UNDERSIGNED,  the President of CHRYSALIS HOTELS & RESORTS,  CORP. a
Florida corporation, does hereby certify that:

         FIRST:  That the Board of  Directors  of said  Corporation,  by written
consent filed with the minutes of the Board,  adopted the  following  resolution
proposing and declaring  advisable the following amendment to the Certificate of
Incorporation of said Corporation:

         "That  Article I of the  Articles of  Incorporation  be amended and, as
amended, read as follows:

         "I - NAME: The name of the Corporation is "CYBERECORD, INC.";

         SECOND: That the aforesaid amendment was duly adopted by consent of the
requisite  majority of the  shareholders of this  Corporation in accordance with
the applicable  provisions of Section 607 of the Business Corporation Act of the
State of Florida, on May 6, 1999.

         FORTH:  Prompt notice of the taking of this  corporate  action is being
given to all  stockholders  who did not consent in writing,  in accordance  with
Section 607 of the Business Corporation Act of the State of Florida.

         IN WITNESS  WHEREOF,  the  Corporation  has  caused  this  Articles  of
Amendment to be signed by Thomas  Morikawa,  its President,  this 6th day of May
1999.

                                      CHRYSALIS HOTELS & RESORTS, CORP.

                                     By: /s/ Thomas Morikawa
                                         --------------------
                                         Thomas Morikawa, President