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                            ARTICLES OF INCORPORATION

                                       OF

                        POTTER VIEW DEVELOPMENT CO., INC.

         We, the undersigned natural persons over the age of eighteen (18)
years, acting as incorporators of a corporation under the Alaska Corporation
Code, AS 10.06, do hereby adopt the following Articles of Incorporation for such
corporation.

                                ARTICLE 1 - Name

                   The name of the corporation ("Corporation") is: POTTER VIEW
DEVELOPMENT CO., INC.

                        ARTICLE II - Purposes and Powers

         The purpose for which the Corporation is organized to engage in
activities related to real estate, and in general, to pursue any lawful purpose
authorized under the Alaska Corporations Code.

         The Corporation shall have and may exercise all of the general powers
of a natural person, including those provided in AS 10.06.010, as amended, and
may transact any or all lawful business for which corporations may be
incorporated under the Alaska Corporations Code.

                    ARTICLE III - Registered Office and Agent

         The address of the Corporation's registered office and the name of its
registered agent is Hartig, Rhodes, Hoge & Lekisch, P.C., 717 K Street,
Anchorage, Alaska 99501.

                              ARTICLE IV - Capital

         The Corporation shall have the authority to issue ten thousand (10,000)
shares of no par value stock. These shares shall be common voting shares, each
share having one (1) vote.

                        ARTICLE V - No Presumptive Rights

         Pursuant to AS 10.06.210(1)(B), no holder of any stock of the
Corporation shall be entitled to purchase, subscribe for or otherwise acquire,
as a matter of right, any new or additional shares of stock, of any class, in
the Corporation, any options or warrants to purchase, subscribe for or otherwise
acquire any new or additional shares in the Corporation, or any shares, bonds,
notes, debentures, or other securities convertible into or carrying options or
warrants to purchase, subscribe for or otherwise acquire any such shares.


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                        ARTICLE VI - No Cumulative Voting

         Pursuant to AS 10.06.420(d), shareholders shall not cumulate their
votes, but must vote shares held by them for as many persons as there are
directors to be elected.

                      ARTICLE VII - Power to Redeem Shares

         Pursuant to AS 10.06.325, the Corporation has the power on majority
vote of the shareholders, to redeem, in whole or in part, any class of
outstanding shares.

                      ARTICLE VIII - Quorum of Shareholders

         A quorum for the conducting of any shareholder business shall be
fifty-one percent (51%) of all outstanding shares that are entitled to vote.

                         ARTICLE VIX - Initial Directors

         The initial number of directors of the Corporation shall be three (3).
The names and addresses of the initial directors, who shall serve until the
first annual meeting of shareholders or until their successors are elected and
qualified are as follows:

                  Ronald A. Duncan
                  2550 Denali Street, Suite 1000
                  Anchorage, Alaska 99503

                  John M. Lowber
                  2550 Denali Street, Suite 1000
                  Anchorage, Alaska 99503

                  Wilson Hughes
                  2550 Denali Street, Suite 1000
                  Anchorage, Alaska 99503

         The number of directors may be increased or decreased from time to time
by an amendment of the Bylaws; but no decrease shall have the effect of
shortening the term of any incumbent director. The directors may fill any
vacancy on the board created by reason of removal or retiring of any director.

                          ARTICLE X - Alien Affiliates

         The Corporation is not affiliated with any nonresident alien or a
corporation whose place of incorporation is outside the United States (as
defined in AS 10.06.990(2) and (3)).


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                       ARTICLE XI - Liability of Directors

         The directors of the Corporation shall not be liable to the Corporation
for monetary damages for a breach of fiduciary duty except for:

                  (1)      A breach of a director's duty of loyalty to the
                           Corporation;

                  (2)      Acts or omissions not in good faith or that involve
                           intentional misconduct or a knowing violation of law;
                           or

                  (3)      A transaction from which the director derives an
                           improper personal benefit.

                              ARTICLE XII - Bylaws

         The initial Bylaws of the Corporation shall be adopted by the Board of
Directors, and the power to alter, amend or repeal the Bylaws shall be reserved
to the board. The Bylaws may contain any provision for the regulation and
management of the affairs of the Corporation and management of the affairs of
the Corporation not inconsistent with the Alaska Corporation Code or with these
Articles of Incorporation.

                             ARTICLE XIII - Duration

         The duration of the Corporation shall be perpetual.

                          ARTICLE XIV - Effective Date

         These Articles will be effective upon filing.

         IN WITNESS WHEREOF, I have signed these Articles this 13th day of
March, 2001.


                                    /s/
                                    John M. Lowber



         IN WITNESS WHEREOF, I have signed these Articles this 13th day of
March, 2001.


                                    /s/
                                    Bonnie J. Paskvan


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STATE OF ALASKA            )
                           ) ss.
THIRD JUDICIAL DISTRICT    )

         JOHN M. LOWBER says on oath or affirms that he has read the foregoing
Articles of Incorporation of POTTER VIEW DEVELOPMENT CO., INC., and believes all
statements made in the documents are true and correct.


                                    /s/ Barb Bearman
                                    Notary Public in and for the State of Alaska
                                    My Commission Expires: 1-17-05




STATE OF ALASKA            )
                           ) ss.
THIRD JUDICIAL DISTRICT    )

         BONNIE J. PASKVAN says on oath or affirms that she has read the
foregoing Articles of Incorporation of POTTER VIEW DEVELOPMENT CO., INC., and
believes all statements made in the documents are true and correct.


                                    /s/ Barb Bearman
                                    Notary Public in and for the State of Alaska
                                    My Commission Expires: 1-17-05

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