1794645



                               SECRETARY OF STATE

                              CORPORATION DIVISION

      1,  BILL  JONES,  Secretary  of State of the State of  California,  hereby
 certify:

       That the annexed  transcript lids been compared with the corporate record
 on file in this;  office,  of which It purports to be a copy,  and that same is
 full, true and correct.

                                                        IN  WITNESS  WHEREOF,  I
                                                        execute this certificate
                                                        and affix the Great Sea]
                                                        of    the    State    of
                                                        California this

                                                               DEC 3 1996
                                                        ------------------------




                                                             /s/ Bill Jones
                                                           Secretary of State






                                                                         1794645
ARTICLES OF INCORPORATION


                                        I


The name of this corporation is GLOBAL INVESTORS GUIDE


                                       II


The purpose of this  corporation  is to engage in any lawful ad of activity  for
Which a  corporation  may be  organized  Under the  GENERAL  CORPORATION  LAW of
California  other than the banking  business the trust  company  business or the
practice  of a  profession  permitted  to  be  incorporated  by  the  California
Corporations Code.


                                      III


The name and address in the State of  California of this  corporation's  initial
&,get for service of proem is;


                             Peter S. Griffith, CPA
                        41 East Foothill Blvd. Suite 204
                            Arcadia California 91006


                                       IV


This  corporation is authorized to issue only one class of shares of stock,  and
the tow number of shares which this corporation is authorized to issue is 10,000

DATE: 12-2-96                                  /s/ Peter S. Griffith
     ---------------------                     ---------------------------------
                                               Peter S. Griffith,
                                               Incorporator