ARTICLES OF INCORPORATION
                                       OF
                           AM-PAC INTERNATIONAL, INC.

     The  undersigned  natural persons of the age of eithteen (18) years or more
acting as incorporator  of a corporation  under the Nevada Revised Civil Statute
78, hereby adopts the following Articles of Incorporation:

                                    ARTICLE I

                                      NAME
                                     ------

     The name of the corporation  (hereinafter  called  "Corporation") is Am-Pac
International, Inc.

                                   ARTICLE II

                               PERIOD OF DURATION
                              --------------------

     The period of duration of the Corporation is perpetual.

                                   ARTICLE III

                               PURPOSES AND POWERS
                              ---------------------

     The purpose for which this  Corporation  is  organized  is to engage in the
business of  investing in  investments  of all forms and nature and to engage in
any and all other lawful business.

                                   ARTICLE IV

                                 CAPITALIZATION
                                ----------------
                                              
     The total  number of shares of stock which the  Corporation  shall have the
authority to issue is one hundred fifty million (150,000,000) shares, consisting
of one hundred forty nine mi1lion  (l49,9OO,OOO) shares of Common Stock having a
par  value of S.OOl  per  share and one  hundred  thousand  (10O,OOO)  shares of
Preferred Stock having a par value of $.QOl per share.

     A.   Preferred Stock

          The Board of  Directors  is  authorized,  subject  to the  limitations
          prescribed by law and the  provisions of this Article,  to provide for
          the issuance of the shares of Preferred Stock in series, and by filing
          a certificate  pursuant to the  applicable law of the State of Nevada,
          to establish  from time to time the number of shares to be included in
          each such series and to fix the  designation,  powers  preferences and
          rights  of the  shares  of each such  series  and the  qualifications,
          limitations or restrictions thereof.

                                       1

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          1.   The  authority  of the Board with respect to each series shall
               include, but not be limited to, determination of the followinq:

               a.  The  number  of  shares  constituting  that  series  and  the
          distinctive designation of that series;

               b.  The  dividend  rate on the  shares  of that  series,  whether
          dividends  shall be  cumulative,  and if so, from which date or dates,
          and the relative  rights of priority,  if any, of payment of dividends
          on shares of that series;

               c. Whether that series sha1l have voting  rights,  in addition to
          the voting rights provided by law, and if so, the terms of such voting
          rights;

          d. Whether that series shall have conversion  priviledges  and, if so,
     the  terms and  conditions  of such  conversion,  including  provision  for
     adjustment of the conversion  rate in such events as the Board of Directors
     shall determine;
 
          e. Whether or not the shares of that series shall be  redeemable  and,
     if so, the terms and conditions of such  redemption,  including the date or
     dates upon or after which they shall be redeemable and the amount per share
     payable  in case of  redemption,  which  amount  may vary  under  different
     conditions and at different redemption dates;

          f. Whether that series shall have a sinking fund for the redemption or
     purchase  of shares of that  series and if so, the terms and amount of such
     sinking fund;

                                       2

<PAGE>

          g. The rights of the shares of that  series in the event of  voluntary
     or involuntary  liquidation,  dissolution or winding up of the Corporation,
     and the relative  rights of priority,  if any, of payment of shares of that
     series; and

          h. Any other  relative  rights,  preferences  and  limitations of that
     series.

     2.   Dividends on  outstanding  shares of Preferred  Stock shall be paid or
          declared and set apart for payment, before any dividends shall be paid
          or declared  and set apart for payment on Common Stock with respect to
          the same dividend period.

     3.   If upon any  voluntary  or  invo1untary  liquidation,  dissolution  or
          winding up of the  Corporation,  the assets available for distribution
          to  holders  of  shares  of  Preferred  Stock of all  series  shall be
          insufficient to pay such holders the full preferential amount to which
          they are entitled then such assets shall be distributed  ratably among
          the shares of all series of  Preferred  Stock in  accordance  with the
          respective preferential amounts including unpaid cumulative dividends,
          if any) payable with respect thereto.

     4.   Unless otherwise  provided in any resolution of the Board of Directors
          providing  for the  issuance  of any  particular  series of  Preferred
          Stock, no holder of Preferred  Stock shall have any pre-emptive  right
          as such  holder to suscribe  for,  purchase or receive any part of any
          new or  additional  issue of  capital  stock of any  class or  series,
          including  unissued  and  treasury  stock,  or  obliqations  or  other
          securities  convertible  into or exchangeable for capital stock of any
          class or series, or warrants or other instruments evidencing rights or
          options to subscribe for, purchase or receive any capital stock of any
          class or series,  whether  now or  hereafter  authorized  and  whether
          issued for cash or other consideration or by way of dividend.

                                       3

<PAGE>

     3.   Common  Stock 

          1.   Subject to the prior and superior  rights of the Preferred  Stock
               and on the  conditions  set forth in the foregoing  parts of this
               Article or in any resolution of the Board of Directors  providing
               for the issuance of any particular series of Preferred Stock, and
               not  otherwise,   such  dividends  (payable  in  cash,  stock  or
               otherwise)  as may be determined by the Board of Directors may be
               declared  and paid on the  Common  Stock from time to time out of
               any funds legally available therefor.


          2.   Except as  otherwise  provided  by law,  by this  Certificate  of
               Incorporation or by the resolution or resolutions of the Board of
               Directors  providing for the issue of any series of the Preferred
               Stock,  the Common Stock shall have the  exclusive  right to vote
               for the election of directors  and for all other  purposes,  each
               holder of the Common  Stock  being  entitled to one vote for each
               share held.

          3.   Upon  any   liquidation,   dissolution   or  winding  up  of  the
               Corporation,  whether  volunatary or  involuntary,  and after the
               bolders of the  Preffered  Stock of each  series  sha11 have been
               paid in full the  amount  to  which  they  respectively  shall be
               entitled or a sum  sufficient  for such  payment in assets of the
               Corporation  shall be distributed  pro rata to the ho1ders of the
               Common  Stock in  accordance  with  their  respective  rights and
               interests,  to the  exclusion  of the  holders  of the  Preferred
               Stock.

                                   ARTICLE V

                          REGISTERED OFFICE AND AGENT
                         -----------------------------


The name and address of the  corporations's  registered agent is The Corporation
Trust Company of Nevada, One East First Street, Reno, Nevada 89501.

                                       4

<PAGE>

                                   ARTICLE VI

                                   DIRECTORS
                                  -----------

     The  Corporation  shall be governed by a Board of Directors  consisting  of
such number of directors as shall be fixed the Corporation's  bylaws. The number
of directors  constituting  the initial board of directors of the corporation is
five and the names and addresses of the directors are as follows:

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

     Thomas L. Tedrow                  431 E. Central Blvd., Suite 900
                                       Orlando, FL 32801

     Michael J. Martella               431 E. Central Blvd., Suite 900  
                                       Orlando, FL 32801               
                                       
     Malcolm Wright                    431 E. Central Blvd., Suite 900 
                                       Orlando, FL 32801               
                                        
     Linda Xu                          431 E. Central Blvd., Suite 900 
                                       Orlando, FL 32801               
                                       
     Sharron C. Martin                 431 E. Central Blvd., Suite 900 
                                       Orlando, FL 32801               
                                       
                                                 
                                  ARTICLE VII

                          DENIAL OF PREEMPTIVE RIGHTS
                         ----------------------------

     There shall be no  preemptive  right to acquire  unissued  and/or  treasury
shares of the stock of the Corporation.


                                  ARTICLE VIII


                      LIABILITY OF OFFICERS AND DIRECTORS
                     -------------------------------------

                         
     A  director  or  officer  of the  Corporation  shall  not be  liable to the
Corporation  or its  sbareholders  for damages for breach of fiduciary duty as a
director or officer unless the act or omission involves intentional  misconduct,
fraud,  a knowing  violation  of law or the payment of an  unlawful  dividend in
violation of NRS 78.300.

                                       5

<PAGE>

                                   ARTICLE IX

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS
                  -------------------------------------------
                                              

     The  Corporation  shall  indemnify any and all persons who may serve or who
have served at any time as  directors  or officers or who, at the request of the
Board of Directors of the  Corporation,  may serve or at any time have served as
directors or officers of another  corporation  in which the  Corporation at such
time owned or may own shares of stock or of which it was or may be a  creditory,
and their respective heirs, administrators,  successors and assigns, against any
and all  expenses,  including  amounts  paid upon  judgements,  counsel fees and
amounts paid in  settlement  (before or after suit is  commenced),  actually and
necessarily by such persons in connection  with teh defense or settlement of any
claim,  action,  suit or  proceeding  in which  they,  or any of them,  are made
parties,  or a party,  or which may be asserted  against them or any of them, by
reason of being or having been directors or officers of the  Corporation,  or of
such  other  corporation,  except in  relation  to  matters as to which any such
director or officer of the Corporation,  or of such other  corporation or former
director  or  officer  or  person  shall  be  adjudged  in any  action,  suit or
proceeding to be liable for his own negligence or misconduct in the  performance
of his duty.  Such  indemnification  shall be in addition to any other rights to
which those indemnified may be entitled under any law, by law,  agreement,  vote
of shareholder or otherwise.


DATED this 4th day of October, 1996               Incorporator:


                                                  ------------------------------
                                                  William Erwin 
                                                  CT Corporation System
                                                  811 Dallas Ave.
                                                  Houston, TX 77002




COUNTY OF HARRIS                       )
                                       )
COUNTY OF HARRIS                       )


     On October 4, 1996, personally appeared before me, a Notary Public, Wil1iam
Erwin,  who acknowledged  that he executed the above document in his capacity as
duly  authorized  agent of the CT  Corporation  System and  Incorporator  Am-Pac
International, Inc.

          
                                        ----------------------------------------
                                        Notary Public

                                       6

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                           Am-Pac International, Inc.

           Certificate of Acceptance of Appointment of Resident Agent

     The  Corporation  Trust Company of Nevada  hereby  accepts  appointment  as
Resident Agent for the above named corporation.

Dated: 10/4/96
      ---------

Corporation Trust Company of Nevada

----------------------------
By: /s/ K.S. Hood
   -------------------------
Title: Asst. Secretary
      ----------------------