ARTICLES OF INCORPORATION
                                 OF
                              POWER TEN


                                  I


The name of this corporation is Power Ten.
                                  
                                 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 
Corporations Code.

                                 III

The name and address in the State of California of this corporation's initial 
agent for service of process is Joseph Varozza at 18959 Mellon Drive, 
Saratoga, California 95070.

                                 IV

This corporation is authorized to issue only one class of shares of stock 
which shall be designated "Common"; and the total number of shares which this 
corporation is authorized to issue is 1,000,000.

Dated:    November 16, 1981.

                                   /s/ Joseph Varozza,
                                   Incorporator

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

                    /s/ Joseph Varozza


                      CERTIFICATE OF AMENDMENT

                                 OF

                      ARTICLES OF INCORPORATION

     Joseph A. Varozza, Jr. and Vince S. Mutascio certify that:

     1.   They are the President and Secretary, respectively, of Power Ten, a 
California corporation.

     2.   Article IV of the Articles of Incorporation of this corporation is 
amended to read as follows:

                             "ARTICLE IV

     This corporation is authorized to issue only one class of shares of 
stock which shall be designated Common Stock.  The total number of shares 
which this corporation is authorized to issue is ten million (10,000,000)."

     3.   The foregoing amendment of Articles of Incorporation has been duly 
approved by the board of directors.

     4.   The foregoing amendment of Articles of Incorporation has been duly 
approved by the required vote of shareholders in accordance with sections 902 
and 903 of Corporations Code.  The total number of outstanding shares of the 
corporation is 900,000.  The number of shares voting in favor of the 
amendment equaled or exceeded the vote required.  The percentage vote 
required was more than 50%.

          Dated:    March 31, 1983.

                                   /s/Joseph A. Varozza, Jr.
                                   President

                                   /s/ Vince S. Mutascio,
                                   Secretary

The undersigned declare under penalty of perjury that the matters set forth 
in the foregoing certificate are true of their own knowledge. Executed at 
Saratoga, California on March 31, 1983.

                                   /s/ Joseph A. Varozza, Jr.

                                   /s/ Vince S. Mutascio