ARTICLES OF INCORPORATION
                                       OF
                           AM-PAC INTERNATIONAL, INC.

The undersigned natural persons of the age of eighteen (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 million  (149,900,000) shares of Common Stock having a
par  value of $.001  per  share and one  hundred  thousand  (100,000)  shares of
Preferred Stock having a par value of $.001 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.   The authority of the Board with respect to each series shall  include,
          but not be limited to, determination of the following:

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


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          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 shall 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  privileges 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;

          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  involuntary  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 subscribe  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  obligations  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.


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B.   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  voluntary  or  involuntary,  and  after  the  holders  of the
          Preferred Stock of each series shall have been paid in full the amount
          to which they respectively shall be entitled,  or a sum sufficient for
          such payments in assets of the  Corporation  shall be distributed  pro
          rata to the  holders  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  corporation's  registered  agent and address is The
Corporation Trust Company of Nevada, One, East First Street, Reno, Nevada 89501.

                                   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, Florida  32801

Michael J. Martella                     431 E. Central Blvd., Suite 900
                                        Orlando, Florida  32801


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<PAGE>
Malcolm Wright                          431 E. Central Blvd., Suite 900
                                        Orlando, Florida  32801

Linda Xu                                2440 South Progress Dr.
                                        Salt Lake City, Utah  84109

Sharron C. Martin                       2440 South Progress Dr.
                                        Salt Lake City, Utah  84109

                                   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  shareholders  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.

                                   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  creditor,
and their respective heirs, administrators,  successors and assigns, against any
and all  expenses,  including  amounts  paid upon  judgments,  counsel  fees and
amounts paid in  settlement  (before or after suit is  commenced),  actually and
necessarily by such persons in connection  with the 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:


                                         /s/  William Erwin
                                         ---------------------------------------
                                              William Erwin
                                              CT Corporation System
                                              811 Dallas Ave.
                                              Houston, Texas 77002


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<PAGE>
STATE OF TEXAS       )
                     )
COUNTY OF HARRIS     )

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



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


           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:
      --------------------------------


Corporation Trust Company of Nevada


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

By:
   -----------------------------------

Title:
      --------------------------------


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