ARTICLES OF INCORPORATION
                                       OF
                          COVINGHAM CAPITAL CORPORATION

     We, the undersigned  natural persons of the age of 21 years or more, acting
as  Incorporators  of a  corporation  under the Utah  Business  Corporation  Act
(hereinafter  referred  to as  the  "Act"),  adopt  the  following  Articles  of
Incorporation for such corporation.

                                    ARTICLE I
                                    ---------

     Name. The name of the corporation (hereinafter called the "Corporation") is
COVINGHAM CAPITAL CORPORATION.

                                   ARTICLE II
                                   ----------

     Period of Duration. The period of duration of the Corporation is perpetual.

                                   ARTICLE III
                                   -----------

     Purposes and Powers.  The purposes and the powers for which the Corporation
is organized are as follows:

     (a) To buy, hold,  own, trade,  lease,  sell and otherwise deal in real and
personal property and any interests therein.

     (b)  To  purchase  or  otherwise  acquire  the  whole  or any  part  of the
securities,  good will,  royalties,  patents,  patent applications,  copyrights,
franchises, leases, rights, property and assets of all kinds and to undertake or
assume  the  whole  or any part of the  bonds,  mortgages,  franchises,  leases,
contracts, indebtedness,  guarantees, liabilities and obligations of any person,
corporation,  association,  partnership,  syndicate,  entity  or  governmental.,
municipal, or public authority, and to pay for the same in cash, shares, capital
stock, bonds,  debenture stock' notes and other securities of the corporation or
otherwise  or by  undertaking  and  assuming  the  whole  or  any  part  of  the
liabilities  or  obligations  of the  transferor  and to hold  or in any  manner
dispose of the whole or any part of the  property  and assets so acquired and to
exercise all powers necessary or convenient in and about the conduct, management
and carrying on of any such business.

     (c) To borrow or raise  monies for any of the  purposes of the  Corporation
and from  time to time  without  limit as to  amount,  to  draw,  make,  accept,
endorse,  guarantee,  execute  and  issue  promissory  notes,  drafts,  bills of
exchange,  warrants,  bonds,  debentures and other negotiable and  nonnegotiable
instruments and evidence of  indebtedness  and to secure the payment thereof and
of the interest  thereon by mortgage on or pledge,  conveyance  or assignment in
trust of the whole or any part of the assets of the corporation, real, personal,
or mixed,  including  contract  rights  whether at the time owned or  thereafter
acquired.

     (d) To lend and advance  monies or give credit for corporate  purposes with
or without requiring interest or any security for the repayment thereof.

     (e) To purchase,  take,  receive or otherwise  acquire,  hold, own, pledge,
transfer or otherwise dispose of shares of its own capital stock but purchase of
its own shares of stock,  whether direct or indirect,  shall be made only to the
extent of unreserved  and  unrestricted  surplus  available  therefor and to the
extent of unreserved and unrestricted  capital surplus  available  therefor,  if
permitted  by the  Act and any  other  applicable  law  and  these  Articles  of
Incorporation.


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<PAGE>
     (f) To become a party to any lawful  arrangement  for sharing of profits or
to any union of interest, reciprocal association,  partnership, syndicate, joint
venture or cooperation with any person, corporation,  association,  partnership,
syndicate,  entity or governmental,  municipal or public authority,  domestic or
foreign,  in the carrying on of any business which the corporation is authorized
to carry on or any,  business or  transaction  deemed  necessary,  convenient or
incidental to carrying out any of the purposes of the corporation.

     (g) To do all and everything necessary, proper, advisable or convenient for
the  accomplishment  of any  of the  purposes  or the  attainment  of any of the
objects or the furtherance of any of the powers herein set forth and to do every
other act and thing incidental thereto or connected  therewith provided the same
be not forbidden by the Act, by any other applicable law or by these Articles of
Incorporation.

     (h) To carry out the purposes hereinabove set forth in any state, district,
territory or possession  of the United  States or in any foreign  country to the
extent such  purposes  are not  forbidden  by the laws of such state,  district,
territory,  possession  or foreign  country and in the event that they do forbid
any one or more such  purposes  to limit  the  purposes  which  the  corporation
proposes to carry on in such state, district,  territory,  possession or foreign
country to such  purpose or purposes  as. are not  forbidden by the laws thereof
and any certificate for application to do business therein.

     (i) In  general  to carry on any  business  and have and  exercise  all the
powers,  conferred  by the  Act on  corporations  organized  under  it and  upon
corporations  by any other  applicable law and to do any and all of the acts and
things therein set forth to the same extent as natural persons might or could do
in  any  part  of  the   world  as   principal,   factor,   agent,   contractor,
representative, trustee or otherwise, either alone or in syndicates, jointly and
foreign  country to such  purpose or purposes as are not  forbidden  by the laws
thereof and any certificate for application to do business therein.

     (j) In  general  to carry on any  business  and have and  exercise  all the
powers  conferred  by the  Act  on  corporations  organized  under  it and  upon
corporations  by any other  applicable law and to do any and all of the acts and
things therein set forth to the same extent as natural persons might or could do
in  any  part  of  the   world  as   principal,   factor,   agent,   contractor,
representative, trustee or otherwise, either alone or in syndicates, jointly and
otherwise,   in   conjunction   with  any  person,   corporation,   association,
partnership,  syndicate, entity or governmental,  municipal or public authority,
domestic or foreign,  and to establish and maintain  offices and agencies and to
exercise all or any of its corporate powers and rights throughout the world.

     (k) The  foregoing  clauses shall be construed as powers as well as objects
and  purposes  and the matters  expressed in each clause  shall,  unless  herein
otherwise expressly provided;  be in no way limited by reference to or inference
from the  terms of any  other  clause  but  shall be  regarded  .as  independent
objects,  purposes and powers and the enumeration of specific objects,  purposes
and powers shall not be construed to limit or restrict in any manner the meaning
of the general  terms of the general  powers of the  corporation,  nor shall the
expression of one thing be deemed to exclude  another not expressed  although it
be of like nature.

                                   ARTICLE IV
                                   ----------

     Authorized  Shares.  The aggregate  number of shares which the  corporation
shall have authority to issue is FIFTY MILLION (50,000,000) shares of $0.001 par
value common stock.

     (a) The  common  stock may be issued by the  corporation  or  subscriptions
taken  therefor from time to time for. such  consideration  as may be fixed from
time to time by the Board of Directors.

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<PAGE>
     (b) The common  stock of the  corporation  shall not be issued in series or
broken into additional classes.  There shall be but one class of stock, of equal
rights and  preferences.  Dividend  rights in the company stock shall be treated
hereinafter  as said  stock is set  forth  to be  treated  in the Utah  Business
Corporations Act, as amended to date.

     (c) The common  stock of the  corporation  shall be  nonassessable  and the
shareholders  shall not be liable for the debts of the corporation except and to
the extent of any unpaid  subscriptions  for shares which may be  outstanding at
any time the corporation is dissolved,  merged, or said subscription  rights are
called.

                                    ARTICLE V
                                    ---------

     Pre-emptive  Rights.  A  shareholder  shall  have no  preemptive  rights to
acquire any securities of this corporation.

                                   ARTICLE VI
                                   ----------

     Commencement of Business. The corporation shall not commence business until
at least One Thousand and no/100 Dollars, ($1,000.00) has been received by it as
consideration for the issuance of shares.

                                   ARTICLE VII
                                   -----------

     Voting  of  Shares.  Each  outstanding  share  of the  common  stock of the
corporation  shall be entitled to one vote on each matter submitted to a vote at
a meeting of the  shareholders,  each shareholder  being entitled to vote his or
its shares in person or by proxy  executed in writing by such  shareholder or by
his duly authorized attorney in fact. The shareholders of this corporation shall
have no right to cumulate his or its vote with regard to such voting.

                                  ARTICLE VIII
                                  ------------

     Provisions for Regulation of Internal Affairs of the Corporation.
     ----------------------------------------------------------------

     Meetings  of the  Shareholders.  All  meetings of the  shareholders  of the
corporation  shall be held at such place  either  within or without the State of
Utah as may be provided by the by-laws of the corporation. In the absence of any
such provision,  all such meetings shall be held at the registered office of the
corporation.

     Quorum  of  Shareholders.  Unless  otherwise  provided  in the Act or other
applicable  law, a majority of the shares of the common stock of the corporation
entitled to vote  represented in person or by proxy shall constitute a quorum at
a meeting of the shareholders of the corporation.

     Meetings  of  Directors.   Meetings  of  the  Board  of  Directors  of  the
corporation  whether regular or special may be held either within or without the
State  of Utah  and  upon  such  notice  as  prescribed  in the  by-laws  of the
corporation.

     Quorum of Directors. The number of Directors of the corporation which shall
constitute a quorum for the  transaction of business at any meeting of the Board
of Directors shall be fixed in the by-laws of the corporation.

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     By-Laws of the Corporation. The initial by-laws of the corporation shall be
adopted by its Board of Directors  hereafter  unless  otherwise  provided in the
Act.  By-laws of the corporation  may be adopted,  amended or repealed either by
the  shareholders or by the Board of Directors except that (a) no by-law adopted
or amended by the  shareholders  shall be  altered or  repealed  by the Board of
Directors  and (b) no by-law  shall be  adopted  by the  Directors  which  shall
require  more than a  majority  of the  voting  for a quorum at a meeting of the
shareholders  of the  corporation  or more than a majority  of the votes cast to
constitute  action by the  shareholders  except  where  higher  percentages  are
required by law. The by-laws may contain any  provisions  for the regulation and
management  of the affairs of the  corporation  not  inconsistent  with the Act,
other applicable laws, and these Articles of Incorporation.

     Shareholders of Record.  The name and address of each shareholder of record
of the capital stock of the  corporation  as they appear in the stock records of
the corporation shall be conclusive  evidence as to who are the shareholders who
are entitled to receive notice of any meetings of the  shareholders,  to vote at
such  meetings,  to  examine  a  complete  list of the  shareholders  who may be
entitled to vote at any such  meeting and to own,  enjoy and  exercise any other
rights and  privileges  which are based upon the  ownership  of these  shares of
common stock of the corporation.

     Books and Records.  The  corporation  shall keep complete and correct books
and  records  of  account  and shall  keep  minutes  of the  proceedings  of its
shareholders and the Board of Directors and shall keep at its registered  office
or  principal  place of  business  or at the  office  of its  transfer  agent or
registrar a record of its  shareholders  giving the names and  addresses  of all
shareholders  and the  number  of  shares of the  corporation  held by each.  No
shareholder shall have the right to inspect any such books and records except as
conferred by the Act, or other  applicable  law unless  authorized to do so by a
resolution or resolutions of the shareholders or the Board of Directors.

     Compensation of Directors.  The Board of Directors of the corporation  may,
provided  the  by-laws  of  the  corporation  so  provide,  make  provision  for
reasonable  compensation  to its members for their  services  as  directors  and
establish the basis upon which such compensation  shall be paid. Any director of
the corporation may also serve the corporation in any other capacity and receive
proper compensation therefor.

     Qualification  of Directors.  The directors of this corporation need not be
stockholders.

     Number of Directors. The exact number of directors may from time to time be
specified by the by-laws at not less than three nor more than fifteen.  When the
by-laws do not specify the exact number of directors, the number shall be three.

     Reliance  Upon Others.  A director  shall be fully  protected in relying in
good faith upon the books of account of the  corporation or statements  prepared
by any of its officials as to the value and amount of assets, liabilities or net
profits of the  corporation  or any other facts  pertinent to the  existence and
amount of surplus or other funds from which dividends might properly be declared
and paid.

     Reliance  Upon Others - Prudent  Conduct.  No person shall be liable to the
corporation for any loss or damage suffered by it on account of any action taken
or  omitted to be taken by him as a director  or officer of the  corporation  in
good faith if such  person  (a)  exercised  or used the same  degree of care and
skill as a prudent man would have exercised or used under the  circumstances  in
the  conduct of his own  affairs,  or (b) took or omitted to take such action in
reliance  upon advice of counsel  for the  corporation  which he had  reasonable
grounds to believe or upon a financial statement of the corporation  prepared by
an officer or employee of the corporation in charge of its accounts or certified
by a public accountant or firm of public accountants.

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     Contracts with Interested  Directors,  Disclosure and Voting. A director of
the corporation  shall not in the absence of fraud be disqualified by his office
from dealing or contracting with the corporation either as a vendor,  purchaser,
or otherwise nor in the absence of fraud shall,  insofar as permitted by the Act
or any other applicable statute,  any transaction or contract of the corporation
be void or voidable  or affected by reason of the fact that any  director or any
firm of which a director is a member or any corporation of which any director is
an officer, director or stockholder is in any way interested in such transaction
or  contract  provided  that  the  meeting  of the  Board of  Directors  or of a
committee  thereof having authority in the premises to authorize or confirm such
contract or transaction,  the interest of such director,  firm or corporation is
disclosed  or made  known  and there  shall be  present a quorum of the Board of
Directors or of the directors  constituting  such committee and such contract or
transaction shall be approved by a majority of such quorum, which majority shall
consist of directors not so  interested or connected.  Nor shall any director be
liable to account to the  corporation  for any  profit  realized  by him from or
through  any such  transaction  or  contract  of the  corporation,  ratified  or
approved as herein provided,  by reason of the fact that he or any firm of which
he is a member,  or any  corporation of which he is a  stockholder,  director or
officer was interested in such transaction or contract.  Directors so interested
may be counted  when  present at meetings of the Board of  Directors  or of such
committee for the purpose of  determining  the  existence of a quorum.  Each and
every  person  who is or may  become a  director  of the  corporation  is hereby
relieved from any liability that might  otherwise  exist from those  contracting
with the  corporation  for the  benefit of himself or any firm,  association  or
corporation  or of the Board of  Directors  or of any  committee  which shall be
ratified by a majority in the  interest of a quorum of the  stockholders  having
voting  power,  shall be as valid and as binding as though  ratified by each and
every  stockholder  of the  corporation,  but this shall not be  constituted  as
requiring the submission of any contract to the stockholders for approval.

     Indemnification  of Directors.  The corporation shall indemnify any and all
persons who may serve or who have served at any time as  directors  or officers,
or who at the request of the Board of Directors of the  corporation may serve or
at any time have served as directors or officers of another corporation in which
the corporation at such time owned or may own shares of stock or of which it was
or may be a creditor, and their respective heirs, administrators, successors and
assigns,  against any and all expenses,  including  amounts paid upon judgments,
counsel fees, and amounts paid in settlement  before or after suit is commenced,
actually and necessarily  incurred by such person in connection with the defense
or settlement of any claim,  action, suit or proceeding in which they, or any of
them are made parties or a party or which may be asserted against them or any of
them by reason of being or having  been  directors  or officers or a director or
officer of the corporation, or of such other corporation,  except in relation to
matters as to which any such  director or officer or former  director or officer
or person shall be adjudged in any action,  suit or  proceeding to be liable for
his  own  negligence  or  misconduct  in  the  performance  of  his  duty.  Such
indemnification  shall  be in  addition  to any  other  rights  to  which  those
indemnified  may  be  entitled  under  any  law,  by-law,   agreement,  vote  of
stockholders or otherwise.

     Ratification of Acts of Directors. The directors may submit any contract or
transaction  for approval at any annual  meeting of the  stockholders  or at any
special meeting of the stockholders called for that purpose; and any contract or
transaction  so approved by a majority vote of a quorum of the  stockholders  at
such meeting shall be binding upon the corporation and all of its  stockholders,
whether or not the contract or transaction  would otherwise be subject to attack
because of the interest of any of the  directors of the  corporation  or for any
other reason.

     Issuance  of  Shares.  The  corporation  may issue and sell its  authorized
shares from time to time, in the absence of fraud, for such consideration as may
from time to time be fixed by the Board of  Directors,  but in no event for less
than par value.

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<PAGE>
     Amendments of These Articles of Incorporation. The corporation reserves the
right to amend,  alter or repeal or to add any  provisions to these  Articles of
Incorporation  in any  manner  now or  hereafter  prescribed  by the Act and any
amendment  thereto  or by the  provisions  of any other  applicable  law and all
rights  conferred upon the  shareholders of the corporation by these Articles of
Incorporation   any  amendments   thereto  are  granted  subject  only  to  this
reservation.

                                   ARTICLE IX
                                   ----------

     Registered  Office.  The  address of the initial  registered  office of the
corporation is:

          COVINGHAM CAPITAL CORPORATION
          3450 Highland Drive, Suite 304
          Salt Lake City, Utah 84106

     Registered  Agent.  The  name  of  the  initial  registered  agent  of  the
corporation at such address is:

          James E. Morton

          /S/  James E. Morton
          -------------------------
          Registered Agent

                                    ARTICLE X
                                    ---------

     Initial  Board  of  Directors.  The  initial  Board  of  Directors  of  the
corporation  shall  consist  of four  members  and  their  respective  names and
addresses are:

         Name                           Address
         ----                           ----------------------
         Lance D. Bingham               1334 Ridgewood Lane
                                        Bountiful, Utah 84010

         Kenneth D. Murri               138 East 735 South
                                        Centerville, Utah 84014

         Jay R. Bingham                 1502 Millbrook Way
                                        Bountiful, Utah 84010

         Bill E. Covin                  12659 N.E. 73rd
                                        Kirkland, Washington 98033

which directors shall hold office until the first meeting of shareholders of the
corporation and until their successors shall have been elected and qualified.

     Subsequent Board of Directors.  At the first meeting of the shareholders of
the corporation and at each annual meeting  thereafter,  the shareholders  shall
elect directors to hold office until the next  succeeding  annual meeting of the
shareholders.  Each director so elected shall hold office for the term for which
he is elected and until his  successor  shall have been  elected and  qualified.
Directors  need not be  residents  of the State of Utah or  shareholders  of the
corporation.

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<PAGE>
                                   ARTICLE XI
                                   ----------
         The name of each incorporator and their addresses are:

         Name                           Address
         ----                           ----------------------
         James E. Morton                3450 Highland Drive
                                        Suite 304
                                        Salt Lake City, Utah 84106

         Randall L. Skeen               3450 Highland Drive
                                        Suite 304
                                        Salt Lake City, Utah 84106

         Ruth Walters                   3450 Highland Drive
                                        Suite 304
                                        Salt Lake City, Utah 84106

     DATED this 30TH day of January, 1986.

                                        /S/  James E. Morton

                                        /S/  Randall L. Skeen

                                        /S/  Ruth Walters

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

     I hereby certify that on the 30th day of January, 1986, personally appeared
before me James E. Morton,  Randall L. Skeen, and Ruth Walters,  who being by me
duly sworn, declared that they are the persons who signed the foregoing document
as incorporators, and that the statements contained therein are true.

     IN WITNESS WHEREOF,  I have hereunto set my hand and seal this 30th day of
January, 1986.

                                        /S/ P. D. Hatch
                                        -----------------------------
                                        NOTARY PUBLIC
                                        Residing in:  Salt lake County, UT

My Commission expires: 3-24-86


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