ARTICLES OF INCORPORATION
                                        OF
                                     jetcafe,
                a California Nonprofit Mutual Benefit Corporation

                                         

            ONE:      The name of this corporation is:  jetcafe.

            TWO:      This corporation  is a  nonprofit mutual benefit
                      corporation organized under the Nonprofit Mutual
                      Benefit Corporation  Law.   The purpose  of this
                      corporation is  to engage  in any  lawful act or
                      activity  for   which  a   corporation  may   be
                      organized under  such law.   Such  purposes  for
                      which this  corporation is  formed are pleasure,
                      recreation, and other nonprofitable purposes.

            THREE:    The specific  purposes of  this corporation are:
                      (a) to   enable    interaction   among   persons
                      interested in the research, development, and use
                      of the  Internet; (b) to  establish  an  on-line
                      community for  members  of  the  corporation  to
                      share these  interests;    and  (c) to  use  the
                      Internet  as   the  location  for  this  on-line
                      community by providing the corporation's members
                      with access  to   the Internet.  Notwithstanding
                      any other  provision  of  these  articles,  this
                      corporation   shall    not,   except    to    an
                      insubstantial degree,  engage in  any activities
                      or  exercise   any  powers   that  are   not  in
                      furtherance of the purposes of this corporation.

            FOUR:     The  name  and  address  of  this  corporation's
                      initial agent for service of process is Meredith
                      Jobe, 1840  Sherer  Lane,  Glendale,  California
                      91208.

            FIVE:     No part  of the  net earnings of the corporation
                      shall inure  to the  benefit of  any  member  or
                      private shareholder,  as defined for purposes of
                      Section 501(c)(7) of the Internal Revenue Code.

                 IN WITNESS  WHEREOF,  the  undersigned  has  executed
            these Articles  of Incorporation  this _____ day of April,
            1995.

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