ARTICLES OF INCORPORATION

                                       OF

                        LATINOCARE MANAGEMENT CORPORATION

                                        I

         The name of this corporation is LATINOCARE MANAGEMENT CORPORATION.

                                       II

         The  purpose  of this  corporation  is to engage in any  lawful  act or
activity  for  which a  corporation  may be duly  organized  under  the  General
Corporation Law of Nevada.

                                       III

         The name and  address  in the  State of  Nevada  of this  corporation's
initial agent for service of process is:

                              Paracorp Incorporated
                              318 N. Carson Street, Suite 218
                              Carson City, Nevada 89701

                                       IV

         The corporation is authorized to issue two classes of shares. One class
of shares shall be designated as common  stock,  par value $.001,  and the total
number of  common  shares  which  this  corporation  is  authorized  to issue is
50,000,000.  The other class of shares shall be designated  as preferred  stock,
par value $.001, and the total number of preferred shares which this corporation
is authorized to issue is  2,000,000.  The holders of the preferred  stock shall
have  such  rights,  preferences  and  privileges  as may be  determined  by the
corporation's  Board of  Directors  prior to the  issuance of such  shares.  The
preferred  stock  may be  issued  in  such  series  as are  designated  by  this
corporation's Board of Directors,  and the Board of Directors may fix the number
of  authorized  shares of  preferred  stock  for each  series,  and the  rights,
preferences and privileges of each series of preferred stock.

                                        V

         The governing board of the corporation is Three  directors.  The number
of directors may be changed by the board. The directors' names and addresses are
as follows:

                            Jose J. Gonzalez
                            4150 Long Beach Boulevard
                            Long Beach, California 90807

                            Joseph C. Luevanos
                            4150 Long Beach Boulevard
                            Long Beach, California 90807

                            Dr. Roberto Chiprut
                            4150 Long Beach Boulevard
                            Long Beach, California 90807

                                       VI

         The liability of the directors of the corporation for monetary  damages
shall be eliminated to the fullest extent permissible under Nevada Law.



                                       VII

         The  corporation  is authorized to indemnify the directors and officers
of the corporation to the fullest extent permissible under Nevada Law.

                                      VIII

         The name and address of the incorporator is as follows:

                                           Jose J. Gonzalez
                                           4150 Long Beach Boulevard
                                           Long Beach, California 90807

Dated: January 2, 2002

                                           -----------------------------------
                                           Jose J. Gonzalez

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


                                            -----------------------------------
                                            Jose J. Gonzalez


          CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGRENT:

         I, Paracorp  Incorporated,  hereby accept appointment as Resident Agent
for the above named corporation.

Dated: January __, 2002
                                            -----------------------------------
                                            (Signature of Resident Agent)