ARTICLES OF INCORPORATION
                                       OF
                            PROCARE INDUSTRIES, LTD.

     The undersigned natural person of the age of eighteen years or more, acting
as an incorporator of a corporation  under the Colorado  Corporation Act, adopts
the following Articles of Incorporation for such corporation.

     FIRST The name of the corporation is ProCare Industries, Ltd.

     SECOND: The period of its duration is perpetual.

     THIRD: The purposes for which this corporation is organized is to engage in
and do any  lawful  act  concerning  any  and  all  lawful  business  for  which
corporations  may be organized  under the laws of Colorado,  now or hereafter in
effect.

     FOURTH:  The total  number of shares of all  classes  that the  Corporation
shall  have  authority  to issue is  110,000,000,  of which  5,000,000  shall be
Preferred  Shares,  par value $1.00 per share,  and 105,000,000  shall be Common
Shares,  no par value per share, and the designation,  preferences,  limitations
and relative rights of the shares of each class are as follows:

     1. PREFERRED STOCK.

     The  corporation  may  divide  and issue the  Preferred  Shares in  series.
Preferred  Shares of each series when issued shall be designated to  distinguish
them from the  shares  of all other  series.  The Board of  Directors  hereby is
expressly  vested with  authority to divide the class of  Preferred  Shares into
series and to fix and  determine  the  relative  rights and  preferences  of the
shares of any such series so established  to the full extent  permitted by these
Articles  of  Incorporation  and the laws of the State of Colorado in respect of
the following:

          (a)  The  number  of  shares  to  constitute  such  series,   and  the
     distinctive designations thereof;

          (b) The rate and  preference  of any dividends and the time of payment
     of any dividends,  whether dividends are cumulative and the date from which
     any dividends shall accrue;

          (c) Whether  shares may be redeemed and, if so, the  redemption  price
     and the terms and conditions of redemption;


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          (d)  The  amount   payable   upon  shares  in  event  of   involuntary
     liquidation;

          (e) The amount payable upon shares in event of voluntary liquidation;

          (f) Sinking fund or other  provisions,  if any, for the  redemption or
     purchase of shares;

          (g) The terms and conditions on which shares may be converted,  if the
     shares of any series are issued with the privilege of conversion;

          (h) Voting rights, if any; and

          (i) Any  other  relative  rights  and  preferences  of  shares of such
     series,  including without limitation any restriction on an increase in the
     number of shares of any series theretofore authorized and any limitation or
     restric tion of rights or powers to which shares of any future series shall
     be subject.

     2. COMMON STOCK.

          (a) Common Stock.  The Common Shares  authorized by these  Articles of
     Incorporation shall be issued in series.

               (i) The first series of Common Shares shall be designated "Common
          Stock" and shall consist of 100,000,000 shares.

               (ii) The rights of holders of Common  Stock to receive  dividends
          or to share in the distribution of assets in the event of liquidation,
          dissolution or winding up of the affairs of the  Corporation  shall be
          subject to the  preferences,  limitations  and relative  rights of the
          Preferred  Shares fixed in the resolution or resolutions  which may be
          adopted from time to time by the Board of Directors of the Corporation
          providing  for the  issuance  of one or more  series of the  Preferred
          Shares.

               (iii) The  holders of the Common  Stock  shall be entitled to one
          vote for each  Common  Share  held by them of  record  at the time for
          determining the holders thereof entitled to vote.

          (b) Junior Common Stock.

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<PAGE>


               (i) The second  series of Common  Shares and all other  series of
          Common  Shares  (other than Common  Stock)  shall e  designated,  as a
          group,  "Junior Common  Stock," and shall consist of 5,000,000  shares
          which may be issued in series.

               (ii)  The  Board  of  Directors  of this  corporation  is  hereby
          expressly vested with authority to divide the Junior Common Stock into
          series and to fix and deter mine the relative rights,  privileges, and
          restrictions  of any of the shares of Junior  Common Stock issued from
          time to time,  including terms upon which such shares may be converted
          into Common Stock.

               (iii) The Board of Directors is also  authorized  to determine or
          alter the rights, preferences, privi leges and restrictions granted to
          or imposed upon any wholly unissued series of Junior Common Stock and,
          within the  limitations  or  restrictions  stated in any resolution or
          resolutions of the Board of Directors  originally fixing the number of
          shares of Junior Common Stock  constituting any series, to increase or
          decrease  (but not below the  number  of  shares of such  series  then
          outstanding) the number of shares of any such series subsequent to the
          issue of shares of any such series  subsequent  to the issue of shares
          of that series,  to determine the designation of any series and to fix
          the number of shares of any series.

               (iv) The  Holders  of  Shares  of Junior  Common  Stock  shall be
          entitled to no more than one vote for every 100 Junior  Common  Shares
          held of record,  and the voting  rights of Junior  Common Stock may be
          further   restricted  by  the  Board  of  Directors  at  the  time  of
          authorization.

     FIFTH: Cumulative voting of shares of stock is not permit ted,

     SIXTH:  Shareholders shall not have preemptive rights to acquire additional
shares of the  corporation.  The  corporation  may issue and sell  shares of its
stock to its officers, directors or employees without first offering such shares
to its sharehold ers of such consideration and upon such terms and conditions as
shall be  approved  by the  Board  of  directors  and  without  approval  by the
shareholders of the Corporation.


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<PAGE>


     SEVENTH: All lawful restrictions on the sale or other disposition of shares
as may be considered  necessary by the  corporation's  Board of Directors may be
placed  upon all or a portion or  portions of the  certificates  evidencing  the
corpora tion's shares.

     EIGHTH: The address of the initial registered office is 6391 South Florence
Way, Englewood,  Colorado 80111, and the name of the initial registered agent at
such address is Robert W. Marsik.

     NINTH:  Meetings of shareholders  may be held at such time and place as the
By-Laws shall provide.  One-third of the shares entitled to vote  represented in
person or by proxy shall constitute a quorum at any meeting of the shareholders.

     TENTH: The number of directors  constituting the initial Board of Directors
of the  corporation  is three and the names and addresses of the persons who are
to serve as directors  until the first annual meeting of  shareholders  or until
their successors are elected and shall qualify are:

     Name                       Address
     ----                       -------
     Robert W. Marsik           6391 South Florence Way
                                Englewood, Colorado 80222

     Peter C. Harrity           2926 South Paris Street
                                Aurora, Colorado 80014

     Joseph Herring             8000 East Girard
                                Denver, Colorado 80231

The number of directors to be elected at the annual meeting of  shareholders  or
at a special meeting called for the election of directors shall not be less than
three, nor more than nine, the exact number to be fixed by the By-Laws.

     ELEVENTH:  The name and address of the  incorporator  is Robert W.  Marsik,
6391 South Florence Way, Englewood, Colorado 80111.

     TWELFTH:  The  officers,  directors and other members of management of this
corporation  shall be subject to the  doctrine of corporate  opportunities  only
insofar as it applies to business  opportunities  in which this  corporation has
expressed an interest as determined from time to time by the corporation's Board
of  Directors  as  evidenced  by  resolutions  appearing  in the corpora  tion's
Minutes.  When  such  areas  of  interest  are  delineated,  all  such  business
opportunities  within such areas of interest  which come to the attention of the
officers, directors and other members of management of this corporation shall be
disclosed  promptly to this  corporation  and made available to it. The Board of
Directors may reject any business opportunity presented to it and thereafter any

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<PAGE>


officer,  director  or other  member of manage  ment may avail  himself  of such
opportunity.  Until  such  time  as  this  corporation,  through  its  Board  of
Directors, has designated an area of interest, the officers,  directors an other
members of management of this  corporation  shall e free to engage in such areas
of  interest  on their own and this  doctrine  shall not limit the rights of any
officer,  director or other member of management of this corporation to continue
a business  existing  prior to the time that such area of interest is designated
by this  corporation.  This  provision  shall not be  construed  to release  any
employee  of the  corporation  (other  than an  officer,  director  or member of
management) from any duties which he may have to the corporation.

     THIRTEENTH:  The Board of Directors of the  corporation  may,  from time to
time, distribute to the corporation's  shareholders in partial liquidation,  out
of stated  capital  or  capital  surplus  of the  corporation,  a portion of its
assets,  in cash or proper  ties,  and,  if at the time the laws of  Colorado so
permit,  purchase  outstanding  shares with stated capital or capital surplus of
the  corporation  of (a) at the  time  the  corporation  is  solvent;  (b)  such
distribution  or purchase would not render the  corporation  insolvent;  (c) all
cumulative  dividends on all preferred or special  classes of shares entitled to
preferential  dividends  shall have been paid  fully;  (d) the  distribution  or
purchase would not reduce the remaining net assets of the corporation  below the
aggregate  preferential amount payable tin the event of voluntary liquidation to
the  holders  of  shares  having  preferential  rights  to  the  assets  of  the
corporation in the event of liquidation, (e) the distribution or purchase is not
made out of capital surplus  arising from  unrealized  appreciation of assets or
re-evaluation of surplus; and (f) as regards a distribution, the distribution is
identified as a distribution  in partial  liquidation,  out of stated capital or
capital  surplus,  and the source and amount per share paid from each  source is
disclosed to all of the  shareholders of the corporation  concur rently with the
distribution thereof.

     FOURTEENTH: Any of the directors or officers of this corporation shall not,
in the  absence  of  fraud,  be  disqualified  by his  office  from  dealing  or
contracting with this corporation whether as vendor, purchaser or otherwise, nor
shall any firm, association, or corporation of which he shall be a member, or in
which he may be  pecuniarily  interested  in any  manner be  disquali  fied.  No
director or officer,  nor any firm,  association or corporation with which he is
connected as  aforesaid  shall be liable to account to this  corporation  or its

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<PAGE>



shareholders for any profit realized by him from or through any such transaction
or contract;  it being the express  purpose and invent of this Article to permit
this  corporation  to buy from,  sell to, or otherwise  deal with  partnerships,
firms or corporation,  or any one or more of them, may be members, directors, or
officers,  or in which  they or any of them have  pecuniary  interests;  and the
contracts  of this  corporation,  in the absence of fraud,  shall not be void or
voidable  or  affected  in any  manner  by reason  of any such  membership.  The
interested director of directors may be counted in determining the presence of a
quorum  at  a  meeting  of  the  Board  of  Directors  or  a  committee  thereof
authorizing,  approving or ratifying any such contract or transaction.  Further,
the vote of any such interested  director at a meeting of the Board of Directors
or committee  thereof  authorizing,  approving or ratifying any such contract or
transaction  may be counted if his  relationship or interest with respect to any
such contract or transaction  (i) is disclosed and such  transaction or contract
is  authorized,  approved or ratified  by a majority  of the  directors  without
counting the vote or consent of such interested  director,  or (ii) is disclosed
to the shareholders of the Company and unauthorized, approved or ratified by the
shareholders by vote or written  consent,  or (iii) such contract or transaction
is fair and reasonable to the corporation.

     FIFTEENTH:  When with respect to any action to be taken by  shareholders of
this corporation, the Colorado Corporation Code requires the vote or concurrence
of the holders of two-thirds of the outstanding shares entitled to vote thereon,
or of any class or series,  such action may be taken by the vote or  concurrence
of a majority of such shares or class or series thereof.

     SIXTEENTH:  Subject to repeal by action of the  shareholders,  the Board of
Directors of this corporation is authorized to adopt,  confirm,  ratify,  alter,
amend, rescind and repeal By-Laws or any portion thereof from time to time.

     Dated: December 30, 1983.



                                              /s/ Robert W. Marsik
                                              ---------------------------------


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<PAGE>


STATE OF COLORADO          )
    CITY AND               ) ss.
COUNTY OF DENVER           )

     I, Margarita A. Ewing, a Notary Public, hereby certify that on December 30,
1983, personally appeared before me Robert W. Marsik, who being by me first duly
sworn  declared  that he is the  person who signed  the  foregoing  document  as
incorporator and that the statements therein contained are true.

     IN WITNESS WHEREOF,  I have hereunto set may hand and seal this 30th day of
December, 1983.


                                              /s/ Margarita A. Ewing
                                              ---------------------------------

         My commission expires: 9-17-87

S E A L                                     1610 Wynkoop-Suite 200
                                            Address

                                            Denver, CO 80202

                                            
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<PAGE>


                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                            PROCARE INDUSTRIES, LTD.

     Pursuant  to  the  provisions  of  the  Colorado   Corporation   Code,  the
undersigned  corporation  adopts the  following  Amendment  of its  Articles  of
Incorporation:

     FIRST: The name of the corporation is ProCare Industries, Ltd.

     SECOND: The Amendment to the Articles of Incorporation  hereby adopted adds
a mew Article  SEVENTEENTH to the Articles of  Incorporation to read and provide
as follows:

                  "SEVENTEENTH:  A  director  of this  corporation  shall not be
         personally  liable to the corporation or its  shareholders for monetary
         damages  for breach of  fiduciary  duty as a director  except that this
         provision   shall  not  limit  the  liability  of  a  director  to  the
         corporation  or to its share holders for monetary  damages for: (i) any
         breach of the director's  duty of loyalty to the  corporation or to its
         shareholders; (ii) acts or omissions not in good faith or which involve
         intentional  misconduct  or a  knowing  violation  of law;  (iii)  acts
         specified in ss. 7-5-114 of the Colorado  Corporation  Code as the same
         may be amended from time to time;  or (iv) any  transaction  from which
         the director derived an improper personal benefit."

     THIRD: The date upon which the above Amendment was adopted by the unanimous
consent of the directors of the  corporation  was May 26, 1997 and the date upon
which  the above  Amendment  was  adopted  by a vote of  shareholders  holding a
majority of the corporation's outstanding stock was July 22, 1997.

     FOURTH: The number of shares voted for the adoption of the Amendment to the
Articles of Incorporation was sufficient for approval.

     FIFTH: The Amendment does not involve any exchange,  re  classification  or
cancellation of issued shares.

     SIXTH:  The  Amendment  does not  effect a change  in the  amount  of state
capital of the corporation.

     Dated: August 17, 1987.

                                                 PROCARE INDUSTRIES, LTD.


ATTEST:                                          By /s/ Robert W. Marsik
                                                    ---------------------------
                                                    Robert W. Marsik, President

/s/ Peter C. Harrity
------------------------------
Peter C. Harrity, Secretary

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<PAGE>

                                  VERIFICATION

     I, Robert W. Marsik,  hereby  acknowledge and affirm under the penalties of
perjury that I am the President of ProCare  Industries,  Ltd. and that the facts
stated in the foregoing  Articles of Amendment to the Articles of  Incorporation
of ProCare Industries, Ltd. are true and correct.



                                                /s/ Robert W. Marsik
                                                ------------------------------
                                                Robert W. Marsik







                                        2