ARTICLES OF INCORPORATION

                                     OF

                            JUNGLE STREET, INC.


     We, the undersigned natural persons of the age of twenty-one years or
more, acting as incorporators of the corporation under the Utah Business
Corporations Act (hereinafter called the "Act") adopt the following
Articles of Incorporation for such corporation.

                                 ARTICLE I

     Name. The name of the corporation (hereinafter called the
"Corporation") is Jungle Street, Inc.

                                 ARTICLE II

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

                                ARTICLE III

     Purposes and Powers. The purpose for which this Corporation is
organized is to invest in real estate, short term time certificates of
deposit, government securities, investment securities not exceeding 30% of
the company's assets, other forms of investments and to engage in any and
all other lawful business.



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<PAGE>

                                 ARTICLE IV

     Capitalization. The Corporation shall have the authority to issue
50,000,000 shares of stock each having a par value of one-tenth of one cent
(1 mil). All stock of the Corporation shall be of the same class and shall
have the same rights and preferences. Fully paid stock of this Corporation
shall not be liable for further call or assessment. The authorized trading
shares shall be issued at the discretion of the Directors.

                                 ARTICLE V

     Incorporators. The name and post office address of each incorporator
is:

                              JAMES N. BARBER
                             431 South 300 East
                          Salt Lake City, UT 84111

                            DANIEL A. PENTELUTE
                            595 East 4030 South
                              Murray, UT 84107

                                OLIN GLOVER
                                Duchesne, UT


                                 ARTICLE VI

     Directors. The Corporation shall be governed by a Board of Directors
consisting of no less than three (3) and no more than nine (9) directors..
Directors need not be stockholders in the Corporation but shall be elected
by the stockholders of the Corporation. The number of Directors
constituting the initial Board of Directors is three (3) and the name and
post office address of the persons who shall serve as Directors until their
successors are elected and qualified are:


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<PAGE>
                              JAMES N. BARBER
                             431 South 300 East
                          Salt Lake City, UT 84111

                            DANIEL A. PENTELUTE
                            595 East 4030 South
                              Murray, UT 84107

                                OLIN GLOVER
                                Duchesne, UT


                                ARTICLE VII

     Commencement of Business. The Corporation shall not commence business
until at least One Thousand Dollars ($1,000) has been received by the
Corporation as consideration for the issuance of its shares.

                                ARTICLE VIII

     Pre-emptive Rights. There shall be no pre-emptive right to acquire
unissued and/or treasury shares of the stock of the Corporation.

                                 ARTICLE IX

     Voting of Shares. Each outstanding share of common stock of the
Corporation shall be entitled to one vote on each matter submitted to a
vote at the meeting of the stockholders. Each stockholder shall be entitled
to vote his or its shares in person or by proxy, executed in writing by
such stockholder, or by his duly authorized attorney-in-fact. At each
election of Directors, every stockholder entitled to vote in such election
shall have the right to vote in person or by proxy the number of shares
owned by him or it for as many persons as there


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<PAGE>

are directors to be elected and for whose election he or it has the right
to vote, but the shareholder shall have no right to accumulate his or its
votes with regard to such election.

                                 ARTICLE X

     Initial Registered Office and Initial Registered Agent. The address of
the initial registered office of the Corporation is 1549 South 1300 East,
Salt Lake City, Utah 84105 and the initial registered agent of the
Corporation at such address is W. Sterling Mason, Jr.

                                   /s/ James N. Barber
                                   --------------------------------------------

                                   /s/ Daniel A. Pentelute
                                   --------------------------------------------

                                   /s/ Olin Glover
                                   --------------------------------------------




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STATE OF UTAH            )
                         : ss
COUNTY OF SALT LAKE      )

     On the 7 day of July , 1980 personally appeared before me JAMES N.
BARBER, DANIEL A. PENTELUTE and OLIN GLOVER and duly acknowledged to me
that they are the persons who signed the foregoing instrument as
incorporators and that they have read the foregoing instrument and know the
contents thereof and that the same is true of their own knowledge as to
those matters upon which they operate on information and belief and as to
those matters believe them to be true.

                                   /s/
                                   ------------------------------------------
                                   NOTARY PUBLIC
                                   Residing in Salt Lake City, UT
My Commission Expires

       5-20-83
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