ARTICLES OF INCORPORATION
                               OF
                      MTN  HOLDINGS, INC.

      The  undersigned incorporator being a natural  person  more
than 18 years of age acting as the sole incorporator of the above-
named corporation (the "Corporation") hereby adopts the following
articles of incorporation for the Corporation:

                           ARTICLE I
                              NAME

     The name of the Corporation shall be:  MTN Holdings, Inc.

                           ARTICLE II
                       PERIOD OF DURATION

      The  Corporation  shall continue in  existence  perpetually
unless sooner dissolved according to law.

                          ARTICLE III
                      PURPOSES AND POWERS

      The  purpose for which the Corporation is organized  is  to
conduct  any  lawful  business for which  a  corporation  may  be
organized under the laws of Nevada, which shall include,  by  way
of illustration and not limitation, the following purposes:

           (a)   To  carry on any general mercantile  or  service
     business,  and  to purchase, sell, and deal in  such  goods,
     supplies,  merchandise,  equipment,  or  services   as   are
     necessary  or desirable in connection therewith;  to  render
     any   lawful   service;  to  own  and  operate  any   lawful
     enterprise;  and, to acquire, hold, and dispose of  tangible
     or intangible personal property;

           (b)   To acquire by purchase or otherwise, own,  hold,
     lease, rent, mortgage, develop, or otherwise, to trade  with
     and  deal  in  real estate, lands, oil and  gas  leases  and
     interests, and all other interests in lands, and  all  other
     property of every kind and nature;

          (c)  To acquire, sell, and otherwise dispose of or deal
     in   stock,   bonds,  mortgages,  securities,   notes,   and
     commercial paper for corporations and individuals;

            (d)   To  borrow  money  and  to  execute  notes  and
     obligations and security contracts therefor, and to lend any
     of  the  monies  or  funds of the Corporation  and  to  take
     evidence  of  indebtedness therefor, and also  to  negotiate
     loans;
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           (e)  To guarantee the payment of dividends or interest
     on  any  other  contract or obligation  of  any  corporation
     whenever  proper  or  necessary  for  the  business  of  the
     Corporation in the judgment of its directors; and

           (f)   To  do  all and everything necessary,  suitable,
     convenient, or proper for the accomplishment of any  of  the
     purposes or the attainment of any one or more of the objects
     herein  enumerated,  or  incidental to  the  powers  therein
     named,  or  which  shall  at any time  appear  conducive  or
     expedient  for the protection or benefit of the Corporation,
     with  all  the powers hereafter conferred by the laws  under
     which this Corporation is organized.

                           ARTICLE IV
                       AUTHORIZED SHARES

      The  total number of shares of all classes of capital stock
which the corporation shall have authority to issue is 60,000,000
shares.   Stockholders shall not have any preemptive rights,  nor
shall  stockholders have the right to cumulative  voting  in  the
election of directors or for any other purpose.  The classes  and
the  aggregate number of shares of stock of each class which  the
corporation shall have authority to issue are as follows:

           (a)   50,000,000  shares of common stock,  $0.001  par
     value ("Common Stock");

           (b)  10,000,000 shares of preferred stock, $0.001  par
     value ("Preferred Stock").

      The Preferred Stock may be issued from time to time in  one
or  more series, with such distinctive serial designations as may
be stated or expressed in the resolution or resolutions providing
for  the  issue of such stock adopted from time to  time  by  the
Board  of  Directors;  and  in  such  resolution  or  resolutions
providing  for the issuance of shares of each particular  series,
the  Board of Directors is also expressly authorized to fix:  the
right to vote, if any; the consideration for which the shares  of
such  series  are to be issued; the number of shares constituting
such  series, which number may be increased (except as  otherwise
fixed by the Board of Directors) or decreased (but not below  the
number  of shares thereof then outstanding) from time to time  by
action  of  the  Board of Directors; the rate of  dividends  upon
which  and the times at which dividends on shares of such  series
shall be payable and the preference, if any, which such dividends
shall have relative to dividends on shares of any other class  or
classes  or any other series of stock of the corporation; whether
such  dividends  shall  be cumulative or  noncumulative,  and  if
cumulative, the date or dates from which dividends on  shares  of
such  series shall be cumulative; the rights, if any,  which  the
holders of shares of such series shall have in the event  of  any
voluntary  or  involuntary  liquidation,  merger,  consolidation,
distribution or sale of assets, dissolution or winding up of  the
affairs of the corporation; the rights, if any, which the holders
of  shares of such series shall have to convert such shares  into
or  exchange such shares for shares of any other class or classes
or  any other series of stock of the corporation or for any  debt
securities  of  the  corporation and the  terms  and  conditions,
including  price  and  rate of exchange, of  such  conversion  or
exchange;  whether  shares of such series  shall  be  subject  to
redemption, and the redemption price or prices and other terms of
redemption, if any, for shares of such series including,  without
limitation,  a redemption price or prices payable  in  shares  of
Common  Stock;

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the terms and amounts of any sinking fund for  the
purchase or redemption of shares of such series; and any and  all
other  designations,  preferences, and  relative,  participating,
optional or other special rights, qualifications, limitations  or
restrictions  thereof  pertaining  to  shares  of  such   series'
permitted by law.

      The Board of Directors of the Corporation may from time  to
time authorize by resolution the issuance of any or all shares of
the  Common  Stock and the Preferred Stock herein  authorized  in
accordance  with  the terms and conditions  set  forth  in  these
Articles of Incorporation for such purposes, in such amounts,  to
such  persons,  corporations or entities, for such consideration,
and  in  the case of the Preferred Stock, in one or more  series,
all as the Board of Directors in its discretion may determine and
without  any vote or other action by the stockholders, except  as
otherwise  required by law.  The capital stock, after the  amount
of  the subscription price, or par value, has been paid in  shall
not be subject to assessment to pay the debts of the corporation.

      The Corporation elects not to be governed by the terms  and
provisions  of  Sections 78.378 through 78.3793,  inclusive,  and
Sections 78.411 through 78.444, inclusive, of the Nevada  Revised
Statutes, as the same may be amended, superseded, or replaced  by
any  successor section, statute, or provision.  No  amendment  to
these  Articles  of  Incorporation, directly  or  indirectly,  by
merger  or  consolidation  or otherwise,  having  the  effect  of
amending  or  repealing any of the provisions of  this  paragraph
shall  apply  to or have any effect on any transaction  involving
acquisition of control by any person or any transaction  with  an
interested  stockholder  occurring prior  to  such  amendment  or
repeal.

                           ARTICLE V
                    LIMITATION ON LIABILITY

      A  director  or officer of the Corporation  shall  have  no
personal  liability  to the Corporation or its  stockholders  for
damages  for  breach of fiduciary duty as a director or  officer,
except  for  damages for breach of fiduciary duty resulting  from
(a)  acts  or  omissions  which involve  intentional  misconduct,
fraud,  or  a  knowing violation of law, or (b)  the  payment  of
dividends  in  violation of section 78.300 of the Nevada  Revised
Statutes  as it may from time to time be amended or any successor
provision thereto.

                           ARTICLE VI
              PRINCIPAL OFFICE AND RESIDENT AGENT

      The  address of the Corporation's registered office in  the
state  of  Nevada is 502 East John Street, town of  Carson  City,
state of Nevada 89706.  The name of its initial resident agent in
the  state of Nevada is CSC Services of Nevada, Inc.  Either  the
registered  office or the resident agent may be  changed  in  the
manner provided by law.
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                                      ARTICLE VII
                           AMENDMENTS

      The Corporation reserves the right to amend, alter, change,
or repeal all or any portion of the provisions contained in these
articles  of  incorporation from time to time in accordance  with
the  laws  of  the state of Nevada, and all rights  conferred  on
stockholders herein are granted subject to this reservation.

                          ARTICLE VIII
                ADOPTION AND AMENDMENT OF BYLAWS

      The  initial bylaws of the Corporation shall be adopted  by
the board of directors.  The power to alter, amend, or repeal the
bylaws  or  adopt  new bylaws shall be vested  in  the  board  of
directors,  but  the  stockholders of the  Corporation  may  also
alter,  amend,  or repeal the bylaws or adopt  new  bylaws.   The
bylaws   may  contain  any  provisions  for  the  regulation   or
management  of  the affairs of the Corporation  not  inconsistent
with the laws of the state of Nevada now or hereafter existing.

                           ARTICLE IX
                           DIRECTORS

     The governing board of the Corporation shall be known as the
board of directors.  The number of directors comprising the board
of  directors  shall be fixed and may be increased  or  decreased
from  time  to time in the manner provided in the bylaws  of  the
Corporation, except that at no time shall there be less than  one
nor  more  than seven directors.  The initial board of  directors
shall consist of two persons who is are follows:

          Name                               Address

           John  Chymboryk                5882 South  900  East, Suite 202
                                          Salt  Lake  City,  Utah 84121

          Kip Eardley                     5882 South 900 East, Suite 202
                                          Salt  Lake  City,  Utah 84121

                           ARTICLE X
                          INCORPORATOR

      The  name  and mailing address of the incorporator  signing
these articles of incorporation is:

          Name                          Address

           Cletha  A.  Walstrand        8 East  Broadway, Suite 620
                                        Salt Lake City, UT  84111-2204
      The  undersigned, being the incorporator of the Corporation
herein  before  named, hereby makes and files these  articles  of
incorporation, declaring that the facts herein are true.
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     DATED this  day of July, 2000.



                                  /s/ Cletha A. Walstrand
STATE OF UTAH       )
                    : ss.
COUNTY OF SALT LAKE )

      I,  Lori McGee, a notary public, hereby certify that on the
  day of July, 2000, appeared before me Cletha A. Walstrand,
personally  known  to  me  to  be the  subscriber  to  the  above
instrument,  who acknowledged to me that she is  the  person  who
signed  the  above instrument as the incorporator  and  that  the
statements contained herein are true.


                                   /s/ Lori McGee
                                   Notary Public

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