State of California
Office of the Secretary of State
Corporation Division       1832187
I, March Fong Eu, 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 January 21, 1994.  March Fong Eu, Secretary
of State

The Great Seal of the State of California

Articles of Incorporation
of
Immecor Corporation                                                    1832187
                                                                       Endorsed
                                                                       Filed
In the office of the Secretary of State of the State of
California January 14, 1994
/s/
March Fong Eu, Secretary of State

Name
One:     The name of this corporation is
IMMECOR CORPORATION

Purpose
Two: 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
the State 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.

Agent for Service:
Three:  The name and  address in the State of  California  of the  corporation's
agent for service of process are:
Kenneth M. Christison
164 Almonte Boulevard
Mill Valley, California 94941

Authorized Shares
Four: The total number of shares which the corporation is authorized to issue is
50,000,000, all of the same class, designated "Common Stock".

Kenneth M. Christison

The  undersigned  declares that he has executed these Articles of  Incorporation
and that this instrument is his act and deed.

Kenneth M. Christison

CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION OF
IMMECOR CORPORATION

Heinot H. Hintereder and Daniel Schoep certify that:
1. They are the President and Secretary, respectively, of Immecor Corporation, a
California   corporation.   
2. The following  amendment to the articles of  incorporation of the corporation
has been duly approved by the board of directors of the corporation:
         Artivle Four of the articles of incorporation is amended to read in its
entirety as follows:
         Four: (a) The  corporation is authorized to issue two classes of shares
to be  designated  respectively  "Common"  and  "Preferred"  shares which may be
issued in one or more series, the rights, preferences, and designations of which
series  may be fixed by  resolution  of the Board of  Directors.  The  number of
authorized  Common shares is 50,000,000  and the number of authorized  Preferred
shares is  20,000,000.  On  amendment  of this Article Four to read as set forth
above,  each oustanding  share of capital stock is reclassified and changed into
one Common share.
                  (b) The  Preferred  shares may be issued in one or more series
and the Board of Directors  shall have the authority to fix, by resolution,  the
rights,  preferences,  and designations of the various series.  3. The amendment
was duly approved by the required vote of  shareholders  in accordance with |902
of the California  Corporation  Code. The total number of outstanding  shares to
vote with respect to the  amendment  was  10,000,000,  the  favorable  vote of a
majority of such shares is required to approve the amendment,  and the number of
such shares  voting in favor of the  amendment  equaled or exceeded the required
vote. 4. The amendment shall become  effective on the date of the filing of this
certificate of amendment with the Office of the Secretary of State.

Heinot H. Hintereder, President

Daniel Schoep, Secretary