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                              State of California

                          SECRETARY OF STATE'S OFFICE

                              CORPORATION DIVISION



         I, TONY MILLER, Acting Secretary of State of the State of California,
hereby certify:

         That the annexed transcript has 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 
                                         Seal of the State of California this
                                
                                                   AUG  8 1994
                                                   -----------
                                
                                                /s/ TONY MILLER
         [SEAL]                                 Acting Secretary of State

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                                                   ENDORSED                   
                                                    FILED                     
                                   in the office of the Secretary of State    
                                          of the State of California          
                                                                              
                                                 AUG 8 - 1994                 
                                                                              
                                    TONY MILLER, Acting Secretary of State    
                                                                              

 
                           ARTICLES OF INCORPORATION

                                       OF

                        NATIONAL ENERGY RESOURCES, INC.

                                       I

                        The name of this corporation is:

                        NATIONAL ENERGY RESOURCES, INC.

                                       II


         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 company business,
or the practice of a profession permitted to be incorporated by the California 
Corporation's Code.

                                      III

            The name and address in the State of California for the
             corporation's initial agent for service of process is:

                               MARSHALL J. FIELD
                       1875 CENTURY PARK EAST, SUITE 3100
                             LOS ANGELES, CA 90067

                                       IV

         This corporation is authorized to issue only one class of stock, and
the total number of shares which this corporation is authorized to issue is ten
thousand (10,000) shares of no par value.

                                       V

         The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.


                                                                              
                                                   ENDORSED                   
                                                    FILED                     
                                   in the office of the Secretary of State    
                                          of the State of California          
                                                                              
                                                 AUG 8 - 1994                 
                                                                              
                                    TONY MILLER, Acting Secretary of State    
                                                                              
                                                            
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                                       VI

         The corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the Corporations Code) for breach of duty to the
corporation and its stockholders through bylaw provisions of through agreements
with the agents, or both, in excess of the indemnification otherwise permitted
by Section 317 of the Corporations Code, subject to the limits on such excess
indemnification set forth in Section 204 of the Corporations Code.

         Dated:           August 5, 1994    
                                            
                                                   /s/ Walter Weiss
                                                   ----------------------------
                                                   WALTER WEISS, Incorporator
                                            
         I HEREBY DECLARE that I am the person who executed the foregoing
Articles of Incorporaton, which execution is my act and deed.


                                                   /s/ Walter Weiss
                                                   ----------------------------
                                                   WALTER WEISS, Incorporator




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