ARTICLES OF INCORPORATION

                                       OF

                                  VANTAGE, INC.


         WE, THE UNDERSIGNED natural persons of the age of twenty-one (21) years
or more,  acting as  incorporators  of a corporation  under the Nevada  Business
Corporation  Act,  adopt  the  following  Articles  of  Incorporation  for  such
corporation.

                                ARTICLE I - NAME

         The name of the Corporation is Vantage, Inc.

                              ARTICLE II - DURATION

         The duration of the corporation is perpetual.

                             ARTICLE III - PURPOSES

         The purpose or purposes for which this corporation is engaged are:

         (a) To engage in the specific business of making investments, including
             investment  in,  purchase  and  ownership  of any and all  kinds of
             property,  assets or business,  whether   alone or  in  conjunction
             with others. Also, to acquire,  develop, explore and otherwise deal
             in and with all kinds of real and personal property and all related
             activities, and for any and all other lawful purposes.

         (b) To  acquire by  purchase, exchange, gift, bequest, subscription, or
             otherwise; and to hold, own,  mortgage, pledge, hypothecate,  sell,
             assign,  transfer,  exchange, or otherwise dispose of or deal in or
             with its own  corporate  securities  or  stock or other  securities
             including,   without  limitations,  any  shares  of  stock,  bonds,

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             debentures,   notes,  mortgages,  or  other  obligations,  and  any
             certificates,  receipts or other instruments representing rights or
             interests  therein on any  property or assets  created or issued by
             any person, firm, associate,  or corporation,  or instrumentalities
             thereof;  to make payment therefor in any lawful manner or to issue
             in exchange therefor its unreserved earned surplus for the purchase
             of its own  shares,  and to  exercise  as  owner or  holder  of any
             securities,  any and all rights,  powers, and privileges in respect
             thereof.

         (c) To do each and everything  necessary, suitable,  or proper  for the
             accomplishment  of any of the purposes or the attainment of any one
             or more of the  subjects  herein  enumerated,  or which may, at any
             time,  appear  conducive  to or  expedient  for the  protection  or
             benefit  of this  corporation,  and to do said acts as fully and to
             the same extent as natural  persons might,  or could do in any part
             of  the  world  as  principals,   agents,  partners,  trustees,  or
             otherwise,  either  alone or in conjunction  with any other person,
             association, or corporation.

         (d) The  foregoing  clauses shall  be construed  both  as purposes  and
             powers and shall not be held to limit or restrict in any manner the
             general powers of the  corporation,  and the enjoyment and exercise
             thereof,  as conferred by the laws of the State of Utah;  and it is
             the  intention  that the purposes  and powers  specified in each of

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             the paragraphs of this Article III shall be regarded as independent
             purposes and powers.

                               ARTICLE IV - STOCK

         The  aggregate  number of shares  which  this  corporation  shall  have
authority  to issue is  75,000,000  shares of Common Stock having a par value of
$.001  per  share.  All  stock of the  corporation  shall be of the same  class,
common, and shall have the same rights and preferences. Fully-paid stock of this
corporation shall not be liable to any further call or assessment.

                              ARTICLE V - AMENDMENT

         These Articles of Incorporation  may be amended by the affirmative vote
of "a majority" of the shares entitled to vote on each such amendment.

                        ARTICLE VI - SHAREHOLDERS RIGHTS

         The authorized and treasury stock of this  corporation may be issued at
such time,  upon such terms and  conditions  and for such  consideration  as the
Board of Directors  shall  determine.  Shareholders  shall not have  pre-emptive
rights to acquire unissued shares of the stock of this corporation.

                          ARTICLE VII - CAPITALIZATION

         This  corporation will not commence  business until  consideration of a
value of at least $1,000 has been received for the issuance of said shares.

                    ARTICLE VIII - INITIAL OFFICE AND AGENT

                         The Corporate Trust Company of Nevada 
                         One East First Street 
                         Reno, NV 89501


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                             ARTICLE IX - DIRECTORS

         The directors are hereby given the authority to do any act on behalf of
the  corporation by law and in each instance where the Business  Corporation Act
provides that the directors may act in certain  instances where  the Articles of
Incorporation  authorize such action by the directors,  the directors are hereby
given authority to act in such instances  without  specifically  numerating such
potential action or instance herein.

         The  directors  are  specifically  given the  authority  to mortgage or
pledge any or all assets of the business without stockholders' approval.

         The number of directors  constituting the initial Board of Directors of
this  corporation is three.  The names and addresses of persons who are to serve
as  Directors  until the first  annual  meeting of  stockholders  or until their
successors are elected and qualify, are:

                NAME                                   ADDRESS
          
          Paul Millard                              721 Raygene Way
                                                    North Salt Lake, UT 84054
          
          Lyman Littlefield                         3623 Avondale
                                                    Salt Lake City, Utah 84121
          
          Richard K. Mower                          495 East 1500 South
                                                    Bountiful, Utah 84010

                            ARTICLE X - INCORPORATORS

         The name and address of each incorporator is:

                NAME                                   ADDRESS

          Jody York                                 311 South State, #440
                                                    Salt Lake City,  UT 84111

          Leon W. Crockett                          311 South State, #440
                                                    Salt Lake City, UT 84111


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          Van L. Butler                             311 South State, #440
                                                    Salt Lake City,  UT 84111

                                   ARTICLE XI
              COMMON DIRECTORS - TRANSACTIONS BETWEEN CORPORATIONS

         No contract or other  transaction  between this corporation and any one
or more of its directors or any other corporation, firm, association,  or entity
in which one or more of its  directors or officers are  financially  interested,
shall be either void or voidable  because of such  relationship or interest,  or
because such  director or  directors  art present at the meeting of the Board of
Directors, or a committee thereof, which authorizes,  approves, or ratifies such
contract  or  transaction,  or because  his or their  votes are counted for such
purpose if: (a) the fact act of such  relationship  or interest is  disclosed or
known to the Board of Directors  or committee  which  authorizes,  approves,  or
ratifies  the  contract or  transaction  by vote or consent  sufficient  for the
purpose without counting the votes or consents of such interested  director;  or
(b) the fact of such  relationship  or  interest  is  disclosed  or known to the
stockholders  entitled  to vote and they  authorize,  approve,  or  ratify  such
contract  or  transaction  by vote or written  consent,  or (c) the  contract or
transaction is fair and reasonable to the corporation.

         Common or  interested  directors  may be  counted  in  determining  the
presence of a quorum at a meeting of the Board of Directors or committee thereof
which authorizes, approves, or ratifies such contract or transaction.

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         Under  penalties  of  perjury,  we   declare  that  these  Articles  of
Incorporation have been examined by us and are, to the best of our knowledge and
belief, true, correct and complete.

          DATED this 22nd day of January, 1986.

                                                       /s/ Jody York
                                                       -------------------
                                                       Jody York

                                                       /s/ Leon W. Crockett
                                                       ----------------------
                                                       Leon W. Crockett

                                                       /s/ Van L. Butler
                                                       ----------------------
                                                       Van L. Butler


STATE OF UTAH       )
                    : ss.
COUNTY OF SALT LAKE )

          On the 22 day of January, 1986, personally  appeared before

me, Jody York, Leon W. Crockett and Van L. Butler, who duly
acknowledged to me that they signed the foregoing Articles of
Incorporation.


My Commission Expires:                          /s/ Patty Foulger
       12/3/88                                  -------------------------
                                                NOTARY PUBLIC
                                                Residing at Salt Lake City, UT