ARTICLES OF INCORPORATION

                                       OF

                       INTERACTIVE L.A. VOICE MEDIA CORP.


     The undersigned, being a natural person of full age and acting as the
incorporator for the purpose of forming the business corporation hereinafter
named pursuant to the provisions of the California General Corporation Law, does
hereby adopt the following Articles of Incorporation.

     FIRST: The name of the corporation is

                       INTERACTIVE L.A. VOICE MEDIA CORP.

     SECOND: The existence of this corporation is perpetual.

     THIRD: 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
General Corporation Law.

     FOURTH: The name of this corporation's initial agent for service of process
within the State of California in accordance with the provisions of subdivision
(b) of Section 1502 of the California General Corporation Law is as follows:

                   The Prentice-Hall Corporation Systems, Inc.

     FIFTH: The total number of shares which the corporation is authorized to
issue is 3,000 shares no par value, all of which are one class and are common
shares.

     The Board of Directors of this corporation may issue any and all of the
aforesaid authorized shares of the corporation from time to time for such
consideration as it shall determine and may determine from time to time the
amount of such consideration, if any, to be credited to paid-in surplus.

     SIXTH: In the interim between meetings of shareholders held for the
election of directors or for the removal of one or more directors and the
election of the replacement or replacements thereat, any vacancy which results
by reason of the removal of a director or directors by the shareholders entitled
to vote in an election of directors, and which has not been filled by such
shareholders, may be filed by a majority





of the directors then in office, whether or not less than a quorum, or by the
sole remaining director, as the case may be.

     SEVENTH: The liability of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.

     EIGHTH: This corporation is authorized to provide indemnification of agents
(as defined in Section 317 of the California General Corporation Law) for breach
of duty to the corporation and its stockholders through bylaw provisions or
through agreements with the agents, or both, in excess of the indemnification
otherwise permitted by Section 317 of the California General Corporation Law,
subject to the limits on such excess indemnification set forth in Section 204 of
the California General Corporation Law.

     NINTH: Pursuant to the provisions of Section 406 of the California General
Corporation Law, each share of the corporation shall entitle the holder thereof,
for a period of thirty days, to subscribe for or purchase authorized shares of
the same class.

Signed on May 11, 1994


                                               /s/ Candace Lynn Bell
                                               ---------------------------------
                                               Candace Lynn Bell, Incorporator