EXHIBIT 3.3

                          ARTICLES OF INCORPORATION OF

                             WORLD WIDE VIDEO, INC.

                                   (VIRGINIA)








                            ARTICLES OF INCORPORATION

                                       OF

                             WORLD WIDE VIDEO, INC.


The  undersigned  incorporator  desires  to form a stock  corporation  under the
provisions of Chapter 9 of Title 13.1 of the 1950 Code of Virginia,  as amended,
and to that end sets forth the following:

         1.       The name of the corporation is World Wide Video, Inc.

         2. The  corporation is authorized to issue one class of common stock of
5,000 shares.

         3. The address of the initial  registered  office of the corporation is
14327 Smith Road, Culpeper,  Virginia 22701. The name of the County in which the
initial registered office is located is Culpeper County. The name of its initial
registered agent is John G. Perry, who is a resident of Virginia, whose business
office is the same as the  registered  office of the  corporation,  and who is a
director of the corporation.

         4. The Board of  Directors  of the  corporation  shall  consist  of two
members  until  the  number  is  changed  by  amendment  to  the  bylaws  of the
corporation.

     5. The  initial  members  of the Board of  Directors  are John G. Perry and
Frank A. Maas.

         In  witness  whereof,   the  undersigned  executes  these  Articles  of
Incorporation as incorporator this 14th day of July, 1997.


                                          /s/ W. M. Scaife, Jr.
                                          --------------------------------
                                          W. M. SCAIFE, JR., Incorporator







                             COMMONWEATH OF VIRGINIA

                          STATE CORPORATION COMMISSION

                             Richmond July 16, 1997



This is to Certify that the certificate of incorporation of



                             WORLD WIDE VIDEO, INC.



Was this day  issued  and  admitted  to record in this  office and that the said
corporation is authorized to transact its business  subject to all Virginia laws
applicable to the corporation and its business. Effective date:  July 16, 1997



                                             State Corporation Commission



                                             -----------------------------------
                                             Clerk of the Commission