ARTICLES OF INCORPORATION

                                       OF

                             IMAGING SERVICES, INC.


        ARTICLE ONE.  Name.  The name of this corporation shall be IMAGING
SERVICES, INC.

        ARTICLE TWO.  Purpose.  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 Corporation Code.

        ARTICLE THREE.  Initial Agent.  The name of the corporation's initial
agent for service of process is Dean N. Janes, who may be served at 1037 North
Lima Street, Burbank, California 91505.

        ARTICLE FOUR.  Capital Stock.  The corporation is authorized to issue
100,000 shares of capital stock.  There shall be only one class of capital stock
of the corporation.

        IN WITNESS WHEREOF, the undersigned incorporator has executed these
 articles of incorporation on October 26, 1993.




                                                /s/ Dean N. James
                                                --------------------------------
                                                Dean N. James


        I declare that I am the person who executed the foregoing articles of
incorporation which execution is my act and deed.

Dated:  October 26, 1993


                                                /s/ Dean N. James
                                                --------------------------------
                                                Dean N. James