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

       OCT 24 1984

      No.  7157-84
           -------

                           ARTICLES OF INCORPORATION

                                       OF

                       SOUTHERN DEVELOPMENT COMPANY INC.

                                    * * * * *

     FIRST: The name of this corporation shall be

                       SOUTHERN DEVELOPMENT COMPANY INC.

     SECOND:  The place  where its  principal  office  is to be  located  is 605
Oakmount Avenue, in the City of Las Vegas, County of Clark, State of Nevada, and
the resident  agent in charge thereof is Pauline  Wallach,  whose address is 605
Oakmount Avenue, Las Vegas,  Nevada, but this corporation may maintain an office
or offices in such other  place or places as may be from time to time,  fixed by
its Board of Directors or as may be fixed by the Bylaws of the corporation.

     THIRD:  The  purpose of the  corporation  is to engage in any lawful act or
activity  for which  corporations  may be  organized  under the  Nevada  Revised
Statutes.

     FOURTH:  The total  number of shares of stock which the  corporation  shall
have  authority to issue is Two Thousand Five Hundred  (2,500),  Common;  all of
such shares are without par value.

     FIFTH:  The  capital  stock of the  corporation  shall  not be  subject  to
assessment.

     SIXTH:  The members of the  governing  Board of this  corporation  shall be
styled "Directors",  and the number of its first Board of Directors shall be one
(1); provided, however, that the

<PAGE>

name and address of the Director is as follows:

                                  Robert Dultz
                              Post Office Box 4500
                         Palm Springs, California 92263

     SEVENTH: The name and address of original incorporator is as follows:

         NAME                            ADDRESS
         ----                            -------

     Robert Dultz             Post Office Box 4500
                              Palm Springs, California 92263

     EIGHTH: The period of the existence of said corporation shall be unlimited.

     NINTH:  The private  property of the  stockholders,  directors and officers
shall not be subject to the payment of corporate debts to any extent whatsoever.

     TENTH:  The  corporation  reserves the right to amend,  alter or repeal any
provisions  contained in these  Articles of  Incorporation  in the manner now or
hereafter prescribed by statute, and all rights conferred on stockholders herein
are granted subject to this reservation.

<PAGE>

     IN WITNESS  WHEREOF,  I have hereunto set my hand and seal this 22nd day of
October, 1984.

                                        /s/Robert Dultz
                                        --------------------
                                        Robert Dultz

STATE OF CALIFORNIA      )
                         )SS.
COUNTY OF LOS ANGELES    )

     BE IT  REMEMBERED,  that on this 22nd day of  October,  1984,  before me, a
Notary Public in and for the said County and State,  personally  appeared Robert
Dultz,  known to me to be the person described in and who executed the foregoing
instrument,  who  acknowledged  to me that  he  executed  the  same  freely  and
voluntarily and for the uses and purposes therein mentioned.

                                        /s/ CHARLES BACLET
                                        --------------------
                                        NOTARY PUBLIC

[SEAL]
           OFFICIAL SEAL
           CHARLES BACLET
     NOTARY PUBLIC - CALIFORNIA
        PRINCIPAL OFFICE IN
         LOS ANGELES COUNTY
My Commission Expires April 30, 1986

<PAGE>

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

       DEC 23 1994

      No.  7157-84
           -------

                               ARTICLES OF MERGER

     These  Articles  of Merger were drawn by the parties and adopted at special
meetings  of the Boards of  Directors  on the 16th day of  December  at 200 East
Sandpointe  Ave, Suite 810, Santa Ana, CA.  Directors  present were - Michael D.
Love, Chairman, Susan D. Browne, President, Charles Browne, Treasurer and DuSean
Berkich, Secretary.

     TO WIT:

     Integrated Communications Access Network, Inc., a Nevada corporation, 1994,
is hereby merged with Southern Development Company,  Inc., A Nevada Corporation,
1984,  with  the  name of the  latter  becoming  the  name of the  former  by an
amendment contained herein.

ARTICLE I. PARTIES TO THE MERGER.

A.   Party of the first part:  INTEGRATED  COMMUNICATIONS  ACCESS NETWORK,  INC.
(hereinafter "ICAN")

B.   Party of the second part: SOUTHERN DEVELOPMENT COMPANY,  INC.  (hereinafter
"SDC")

ARTICLE II. ADOPTED PLAN OF MERGER. The following  resolution and plan of merger
were adopted by the Boards of a Directors at special meetings first noted above:

     RESOLVED:

     That, WHEREAS, Susan D. Browne, Charles Browne and DuSean Berkich, officers
of ICAN, being a majority of the Directors and shareholders of said corporation,
and with full  consent  of the other  Directors,  have,  as buyers  and  buyers'
representatives,  acquired the majority of the  authorized  and issued shares of
SDC, and

     WHEREAS,

Susan D. Browne became the President and DuSean  Berkich became the Secretary of
SDC at its special Board meeting held on the 16th of December, 1994.

<PAGE>

     NOW, THEREFORE,

ICAN,  Nevada,  1994,  is  hereby  merged  with SDC,  with the  name,  "Southern
Development  Company,  Inc.",  changed  to  "Integrated   Communications  Access
Network,  Inc., according to an "Agreement and Plan of Reorganization  signed by
the  officers on the 16th day of  December,  1994.  All shares of the former are
hereby voided and ICAN shall issue ICAN  preferred  and/or common shares to each
appropriate shareholder respectively for consideration.

ARTICLE III. - STOCKHOLDERS' APPROVAL. Stockholders' approval is required. Since
the  signatories to these Articles  represent the majority of shares of ICAN and
SDC, by signatures affixed below, approval of the merger is registered.

ARTICLE  IV.  AMENDMENT  TO THE  ARTICLES  OF  INCORPORATION.  The  Articles  of
Incorporation  of Southern  Development  Company,  Inc.,  ("SDC") are amended as
follows:

The name of this corporation shall be: Integrated Communications Access Network,
Inc.

ARTICLE V. ENTIRE PLAN OF MERGER.  Article II above  contains the summary of the
entire plan of merger  which is on file in THE OFFICES of ICAN,  a copy of which
will be furnished  by the  surviving  or  acquiring  corporation  on request and
without cost to any  stockholder of either  corporation  which is a party to the
merger or exchange.

ARTICLE VI. MERGER TAKING EFFECT. The merger herein prescribed shall take effect
upon the following date, specified as the date of the merger:

DECEMBER 16, 1994

ARTICLE VII.  ISSUANCE OF PREFERRED  STOCK. The Board of Directors is authorized
to provide for the issuance of Preferred  Stock in ore or more series and to fix
the designations,  preferences, powers and relative, participating, optional and
other rights,  qualifications,  limitations and restrictions thereof,  including
the dividend  rate,  conversion  rights,  voting  rights,  redemption  price and
liquidation  preference,  and to fix the number of shares to be  included in any
such series.  Any preferred  stock so issued may rank senior to the Common Stock
with  respect  to  the  payment  of  dividends  or  amounts  upon   liquidation,
dissolution  or winding-up  or both.  In addition,  any such shares of Preferred
Stock may have class' or series' voting rights.

The Company shall have authority to issue  5,000,000  SHARES OF preferred  stock
having a par value of  $0.001  per  share.  The  preferred  class of stock is in
addition  to the  already  authorized  300,000,000  common  shares of stock also
having a par value of $0.001 per share.

<PAGE>

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

       JUL 02 1987

      No.  7157-84
           -------

                            CERTIFICATE OF AMENDMENT

                                       TO

                            ARTICLES OF INCORPORATION

                                       OF

                       SOUTHERN DEVELOPMENT COMPANY, INC.
                       ----------------------------------
                              (Name of Corporation)

     We the  undersigned  as  President  and  Assistant  Secretary  of  Southern
Development Company, Inc. do hereby certify:

     That the Board of Directors at said  corporation at a meeting duly convened
and held on the 26th day of  August,  1986,  adopted a  resolution  to amend the
original Articles as follows:

     Article IV shall be amended to read as follows:

     The  total  number of shares of stock  which  the  corporation  shall  have
     authority to issue is Three  Hundred  Million  (300,000,000)  common shares
     having a par value of $.001 per share.

     The number of shares of the corporation outstanding and entitled to vote on
an amendment to the Articles of  Incorporation is 1750; that the said change and
amendment  has  been  consented  to  and  approved  by a  majority  vote  of the
shareholders  holding at least a majority of each class of stock outstanding and
entitled to vote thereon.


                                        Signed by: /s/
                                                   -----------------------------
                                                   Pres. or Vice Pres.

                                                   /s/
                                                   -----------------------------
                                                   Asst. Sect. or Asst. Sect.

     On 1987 personally  appeared  before me a Notary Public,  Carl W. Baugh and
Robert D. Sturgis who acknowledged that they executed the above instrument.

                                        /s/ Susan Tunnell
                                        ----------------------------------------
                                        Notary Public

OFFICIAL SEAL
SUSAN TUNNELL
NOTARY PUBLIC - CALIFORNIA

<PAGE>

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

         MAR 05 1996

DEAN HELLER SECRETARY OF STATE
       /s/ Dean Heller
         No.  7157-84
              -------
------------------------------

            CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF
                 INTEGRATED COMMUNICATIONS ACCESS NETWORK, INC.

I, the  undersigned  as Secretary of Integrated  Communications  Access  Network
Inc., do hereby certify:

That the Board of Directors of said  corporation  at a duly convened and held on
the 1st day of March,  1996 adopted a resolution to amend the original  Articles
as follows:

Article First shall be amended to read as follows:

                     THE NAME OF THE CORPORATION SHALL BE:

                       Southern Development Company Inc.

               Article Second shall be amended to read as follows:

The Resident Agent of the corporation shall be Amended to read as follows:

               The Prentice-Hall Corporation System, Nevada, Inc.
                              502 East John Street
                            Carson City, Nevada 89706

Article Seventh shall be amended to read as follows:

CERTIFICATE OF APPOINTMENT OF RESIDENT AGENT

I, the Prentice-Hall  Corporation System, Nevada, Inc. hereby accept appointment
as Resident Agent for the above named corporation.


By: /s/                                Date:  3/5/96
    --------------------------                --------------------------
        Signature of Agent

The number of shares of the  corporation  outstanding and entitled to vote on an
amendment to the Article of  Incorporation  is 14,683,552;  and that said change
has been  consented  to and  approved  by a  majority  vote of the  stockholders
holding at least a majority of each class of stock  outstanding  and entitled to
vote thereon.


/s/ Spencer A. Eubank
------------------------------
Spencer A. Eubank,
Secretary/President

                                                                   RECEIVED

                                                                 MAR 05 1998

                                                              SECRETARY OF STATE

<PAGE>

THE STATE OF CALIFORNIA,                COUNTY OF LOS ANGELES

On March 2nd, 1996, before me, the undersigned  personally appeared SPENCER ALAN
EUBANK.

-    Personally  known to me - OR - proved  to me on the  basis of  satisfactory
     evidence the person(s) whos names(s) is subscribed to the within instrument
     and  acknowledged  to me that he/they  executed the name in his  authorized
     capacity and that by his/their  signature on the Instrument this person(s),
     or the entity upon behalf of which the person(s), or the entity upon behalf
     of which the person(s) acted, executed the instrument.

WITNESS MY HAND AND OFFICIAL SEAL                 ----------------------------
                                                  [SEAL]
                                                  Frances R. Myles
/s/ Francis R Myles                               Notary Public - California
------------------------------                    LOS ANGELES COUNTY
                                                  MY COMM. EXPIRES JUL 2, 1999
                                                  ----------------------------

<PAGE>

                                   DECLARATION

                                       of

                                DISINCORPORATION

                                       and

                                   DISSOLUTION

                                       of

                        INTEGRATED COMMUNICATIONS ACCESS

                                  NETWORK, INC.

                             (A NEVADA CORPORATION)

     On this date,  December  16, 1994,  the Board of  Directors  of  INTEGRATED
COMMUNICATIONS  ACCESS  NETWORK,  INC.  2131 Palomar  Airport  Road,  Suite 300,
Carlsbad,  CA 92009,  met in special session with proper Waiver of Notice signed
by the members.  The Board  approved  its  acquisition  by SOUTHERN  DEVELOPMENT
COMPANY,   INC.,  (a  Nevada   Corporation),   and  voted  to  merge  INTEGRATED
COMMUNICATIONS ACCESS NETWORK, INC., with SOUTHERN DEVELOPMENT COMPANY, INC., by
filing the  accompanying  Articles of Merger.  Such merger  shall  result in the
change  of  name  of  SOUTHERN   DEVELOPMENT   COMPANY,   INC.,   to  INTEGRATED
COMMUNICATIONS ACCESS NETWORK, INC., and therefore,  require the dissolution and
disincorporation of the original corporation  INTEGRATED  COMMUNICATIONS  ACCESS
NETWORK, INC.

     THEREFORE, THE BOARD, by unanimous vote:

     RESOLVED:  That  INTEGRATED(R)  COMMUNICATIONS  ACCESS  NETWORK,  INC.,  be
disincorporated  and  dissolved  with  the  filing  of this  document  with  the
Secretary of State of Nevada.


/s/ DeSean Burkich
------------------------------
CORPORATE SECRETARY


/s/ Susan D. Browne
------------------------------
CORPORATE PRESIDENT

State of California      )
                         ) SS.
Country of Orange        )

On  12-21-94  (date)  personally  appeared  before me, a notary  public,  DuSean
Berkich Corporate Secretary, and Susan D. Browne Corporate President, personally
known (or proved) to me to be the persons whos names are subscribed to the above
instrument and who acknowledge that they executed the instrument.

-----------------------------
[SEAL]
        LYNDA A. LOPEZ
        COMM. # 1017805
  NOTARY PUBLIC - CALIFORNIA                   /s/ Lynda A. Lopez
         ORANGE COUNTY                         ------------------------------
MY COMM. EXPIRES FEB 13, 1998                  SIGNATURE
-----------------------------

<PAGE>

IN WITNESS WHEREOF,  the undersigned,  being all the persons named herein as the
officer and directors of Integrated Communications Access Network, Inc., Nevada,
1994; and Southern Development  Company,  Inc., Nevada, 1984 have executed these
Articles of Merger as officers and directors of both corporations. These persons
hereby declare that they are the persons who executed the foregoing  Articles of
Merger, which execution is their act and deed.

SIGNATURE                              DATE


/s/ SUSAN D. BROWNE                    12-20-94
------------------------------
SUSAN D. BROWNE, PRESIDENT


/s/ DUSEAN BERKICH                     12-20-94
------------------------------
DUSEAN BERKICH, SECRETARY

State of California      )
                         ) SS.
County of Orange         )

On the date of 12-20-94 , personally appeared before me, a Notary Public,  Susan
D. Browne and DuSean Berkich, personally known or proved to me to be the persons
whose names are subscribed to the above  instrument,  who acknowledged that they
executed the instrument.


/s/ Lynda A. Lopez                             -----------------------------
------------------------------                 [SEAL]
Signature                                              LYNDA A. LOPEZ
                                                       COMM. # 1017805
                                                 NOTARY PUBLIC - CALIFORNIA
                                                        ORANGE COUNTY
                                               MY COMM. EXPIRES FEB 13, 1998
                                               -----------------------------

<PAGE>

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

          SEP 10 1996
         No. C7157-84
             --------
        /s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE

                  CERTIFICATE OF AMENDEMENT TO THE ARTICLES OF
                                INCORPORATION OF
                       SOUTHERN DEVELOPMENT COMPANY, INC.

I, the undersigned as Secretary of Southern Development Company, Inc., do hereby
certify:

That the Board of Directors of said  corporation  at a meeting duly convened and
held on the 8th day of  September,  1998  adopted  a  resolution  to  amend  the
original Articles of incorporation as follows:

Article First shall be amended to read as follows:

                     THE NAME OF THE CORPORATION SHALL BE:

                                EssxSport Corp.

Article Second shall be amended to read as follows:

                The Resident Agent of the corporation shall be:

               The Prentice-Hall Corporation System, Nevada, Inc.
                              502 East John Street
                           Carson City, Nevada 89708

Article Seventh shall be amended to read as follows:

           CERTIFICATE OF ACCEPTANCE OF APOINTMENT OF RESIDENT AGEND:

I, the Prentice-Hall Corporation System, Nevada, Inc., hereby accept appointment
               as Resident Agent for the above named corporation.


By:                                    Date: 9 - 9 - 98
    ---------------------------              ---------------------------
Signature of Resident Agent

The number of shares of the  corporation  outstanding and entitled to vote on an
amendment to the Articles of  Incorporation  is 9,392,444:  and that said change
has been  consented  to and  approved  by a  majority  vote of the  stockholders
holding at least a majority of each class of stock  outstanding  and entitled to
vote thereon.


/s/ Spencer A. Eubank                  /s/ Carl W. O'Baugh
Spencer A. Eubank, Secretary           ---------------------------
                                       Carl W. O'Baugh, President
                                       SIGN IN PRESENCE OF NOTARY PUBLIC
                                       State of California
                                       County of L.A.
                                              --------------------
                                       This instrument was acknowledged
                                       Before me on 9 - 9 - 98.
                                                    --------------


                                       By /s/
                                          ------------------------

-----------------------------
[SEAL]
             ALI GOLBAD
          COMM. #1079371
   NOTARY PUBLIC - CALIFORNIA
        LOS ANGELES COUNTY
MY COMM. EXPIRES MARCH , 2000
-----------------------------