1787326

                                                        ENDORSED
                                                         FILED
                                         In the office of the Secretary of State
                                              of the State of California

                                                      JUL 16 1996


                                                   /s/ Bill Jones
                                                BILL JONES, Secretary of State


                            ARTICLES OF INCORPORATION

                                       OF


                         CYBER MERCHANTS EXCHANGE, INC.


                                      *****


FIRST:            That the name of the corporation is Cyber Merchants  Exchange,
                  Inc.


SECOND:           This   corporation  is  a  close   corporation.   All  of  the
                  corporation's  issued  shares of all classes  shall be held of
                  record by not more than thirty-five persons.

THIRD:            The purpose of this corporation is to engage in any lawful act
                  or activity for which a corporation may be organized under the
                  General  Corporation Law of California  other than the banking
                  business,  the trust  business or the practice of a profession
                  permitted to be  incorporated  by the California  Corporations
                  Code.

FOURTH:           The name of this  corporation's  initial  agent for service of
                  process in the State of California  is: Frank Yuan,  815 South
                  Fremont Avenue, Alhambra, CA 91803





FIFTH:            The total number of shares which the corporation is authorized
                  to issue is fifty  million  (50,000,000);  all of such  shares
                  shall be without par value.

         IN WITNESS  WHEREOF,  the undersigned have executed these Articles this
Fifteenth day of July, 1996.


                                               /s/ David I. Farber
                                             -----------------------------
                                             David I. Farber, Incorporator

                                               /s/ Edith C. Shannon
                                             -----------------------------
                                             Edith C. Shannon, Incorporator

                                               /s/ Maria J. Sandoval
                                             -----------------------------
                                             Maria J. Sandoval, Incorporator