ARTICLES OF INCORPORATION
                                       OF
                             OPTIMIRA CONTROLS INC.


          The name of the corporation is: Optimira Controls Inc.


          The address of the registered office:
                          255 Consumers Road, Suite 130
                           Willowdale, Ontario M2J1R4.

The number of directors is minimum of one and maximum of ten. Name and residence
address of directors is as follows:
                                Michael D. Smith
                              120 Clear Spring Road
                                     R.R. #2
                            Whitby, Ontario, L1N 5R5

     The Corporation is not restricted by these articles of  incorporation  from
carrying on any business or businesses or from exercising any power or powers.

     The  Corporation  is  authorized  to issue an  unlimited  number  of shares
without nominal or par value of a class designated as common shares (hereinafter
called the "Common Shares").

     The rights of the  holders of the Common  shares  include the rights (a) to
vote at all meetings of shareholders;  and (b) to receive the remaining property
of the Corporation upon dissolution.

     No shareholder of the  corporation  shall be entitled to transfer any share
or shares of the Corporation without either:

(a)  the consent of the holders of more than fifty  percent of the Common Shares
     for the time being  outstanding  expressed  by a  resolution  passed by the
     votes of the  holders of more than fifty  percent of the Common  Shares for
     the time being outstanding at a meeting of the holders of the Common Shares
     or by a  resolution  in  writing  signed by all the  holders  of the Common
     Shares for the time being outstanding or by an instrument or instruments in
     writing  signed by the  holders  of more than  fifty  percent of the Common
     Shares for the time being outstanding; or
(b)  the consent of the directors of the  Corporation  expressed by a resolution
     passed by the votes of a majority of the directors of the  Corporation at a
     meeting of the board of directors of the  Corporation or by a resolution in
     writing signed by all the directors of the Corporation.

The following provisions apply to the Corporation:

(a)  The  directors  of  the  corporation  may,  without  authorization  of  the
     shareholders of the Corporation,
     (i)  borrow money upon the credit of the Corporation;

     (ii) issue, reissue, sell or pledge debt obligations of the Corporation;

     (iii)give a guarantee on behalf of the  Corporation  to secure  performance
          of an obligation of any person; and

     (iv) mortgage,  hypothecate, pledge or otherwise create a security interest
          in all or any  property  of the  Corporation,  owned  or  subsequently
          acquired, to secure any obligation of the Corporation

(b)  The number of shareholders of the Corporation, exclusive of persons who are
     in its  employment and exclusive of persons who having been formerly in the
     employment of the Corporation,  were,  while in that  employment,  and have
     continued after  termination of that employment to be,  shareholders of the
     Corporation,  is hereby limited to not more than fifty, two or more persons
     who are the joint registered  owners of one or more shares being counted as
     one shareholder.

(c)  Any invitation to the public to subscribe for securities of the Corporation
     is prohibited.



IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of April, 1997.



                                                     /s/ Michael D. Smith
                                                     --------------------
                                                     Michael D. Smith
                                                     Sole Organizer