3.2      ARTICLES OF INCORPORATION OF TELEPLUS, INC.


                           ARTICLES OF INCORPORATION
                                       OF
                                 TELEPLUS, INC.


ARTICLE I - NAME

         The name of the corporation is:

                                 TelePlus, Inc.


ARTICLE II - PURPOSE

         The purpose of the 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
Corporations Code.


ARTICLE III - AGENT FOR SERVICE OF PROCESS

         The name and address in the State of California of this Corporation's
initial agent for service of process is Helene Legendre, 1810 Palisades Drvie,
Pacific Palisades, CA 90272.


ARTICLE IV - CAPITAL STRUCTURE

         This corporation is authorized to issue only one class of shares of
stock and the total number of shares which this corporation is authorized to
issue is One Hundred Thousand (100,000).


DATED:  September 13, 2002

                                                      /S/ HELENE LEGENDRE
                                                      -------------------
                                                      Helene Legendre


I hereby declare that I am the person who executed the foregoing Articles of
Incorporation, and such instrument is my act and deed.

                                                      /S/ HELENE LEGENDRE
                                                      -------------------
                                                      Helene Legendre