CERTIFICATE OF INCORPORATION
                                      OF
                            LKA INTERNATIONAL, INC.


                                  ARTICLE I
                                    NAME

     The name of this Corporation is LKA International, Inc.


                                  ARTICLE II
                    REGISTERED OFFICE AND REGISTERED AGENT

     The registered office of the Corporation in the State of Delaware is
located at 1209 Orange Street, Wilmington, County of New Castle, Delaware
19801.  The name of its registered agent is The Corporation Trust Company.


                                 ARTICLE III
                                  PURPOSE

     The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be now or hereafter organized under the General
Corporation Law of Delaware.


                                  ARTICLE IV
                                CAPITALIZATION

     The total number of shares of all classes of capital stock which this
Corporation shall have authority to issue is ONE HUNDRED MILLION (100,000,000)
shares of par value stock; FIFTY MILLION (50,000,000) shares of $0.001 (One-
Tenth Cent) par value to be preferred shares and FIFTY MILLION (50,000,000)
shares of $0.001 (One-Tenth Cent) par value to be common shares.  All or any
part of the shares of the preferred or common stock may be issued by the
Corporation from time to time and for such consideration as may be determined
and fixed by the Board of Directors, as provided by law, with due regard to
the interest of the existing shareholders; and when such consideration has
been received by the Corporation, such shares shall be deemed fully paid and
non-assessable.

     The Board of Directors is authorized, subject to limitations prescribed
by law and the provisions of this Article, to provide for the issuance of the
shares of preferred stock in series, and by filing a certificate pursuant to
the applicable law of the State of Delaware, to establish from time to time
the number of shares to be included in each such series, and to fix the
designations, powers, preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof.

     The authority of the Board with respect to each such series shall
include, but not be limited to, determination of the following:

          (a) The number of shares constituting that series and the
distinctive designation of that series;

          (b) The dividend rate, of any, of the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or dates, and the
relative rights of priority, if any, of payment of dividends on shares of that
series;

          (c) Whether that series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;

          (d) Whether that series shall have conversion privileges, and, if
so, the terms and conditions of such conversion, including provision for
adjustment of the conversion rate in such events as the Board of Directors
shall determine;

          (e) Whether or not the shares of that series shall be redeemable,
and, if so, the terms and conditions of such redemption, including the date or
dates upon or after which they shall be redeemable, and the amount per share
payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;

          (f) Whether that series shall have a sinking fund for the redemption
or purchase of shares of that series, and, if so, the terms and amount of such
sinking fund;

          (g) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of shares
of that series; and

          (h) Any other relative rights, preferences and limitations of that
series.


                                   ARTICLE V
                                 INCORPORATION

     The name and mailing address of the incorporator is as follows:

     NAME                                      ADDRESS

Richard J. Lawrence                  175 South West Temple
                                     Salt Lake City, Utah 84101


                                  ARTICLE VI
                                  DIRECTORS

     The names and mailing addresses of the persons who are to serve as the
directors until the first annual meeting of the stockholders or until their
successors are elected and qualified are as follows:

     NAME                                      ADDRESS

Kye A. Abraham                       2013 46th Street, N.W.
                                     Gig Harbor, Washington

Ross J. Macdonald                    102, 325 West Third Street
                                     North Vancouver, B.C.

Emanuel Levine                       4105 S.W. 329th Place
                                     Federal Way, Washington



                                 ARTICLE VII
                             NUMBER OF DIRECTORS

     The number of directors constituting the Board of Directors shall be that
number as shall be fixed by, or in the manner provided in, the bylaws of the
Corporation.

     In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, alter or repeal the
bylaws of the Corporation, subject to such restrictions upon such powers as
may be imposed by the stockholders in any bylaws adopted by them from time to
time.


                                 ARTICLE VIII
                      LIMITATION ON DIRECTORS LIABILITY

     A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived
any improper personal benefit.  If the Delaware General Corporation Law is
amended after approval by the stockholders of this article to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated to the fullest extent permitted by the Delaware General Corporation
Law, as so amended.

     Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at The time of such repeal or
modification.


                                  ARTICLE IX
                                INDEMNIFICATION

          (a) Right to Indemnification.  Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or
she is or was a director, officer or employee of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit plans
(hereinafter an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or in
any other capacity while serving as a director, officer, employee or agent,
shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General corporation Law, as the same exists
or may hereafter be amended (but, in the case of any such amendment, only to
the extent that such amendment permits the Corporation to provide broader
indemnification rights that such law permitted the Corporation to provide
prior to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonable incurred or suffered by such indemnitee in
connection therewith and such indemnification shall continue as to an
indemnitee who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the indemnitee's heirs, executors and
administrators; provided, however, that, except as provided in paragraph (b)
hereof with respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection with a
proceeding (or part thereof) initiated by such indemnitee only if such
proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation.  The right to indemnification conferred in this Article shall be
a contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"); provided, however,
that, if the Delaware General Corporation Law requires, an advancement of
expenses incurred by an indemnitee in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Corporation of an undertaking,
by or on behalf of such indemnitee, to repay all amounts so advanced if it
shall ultimately be determined by final judicial decision from which there is
no further right to appeal that such indemnitee is not entitled to be
indemnified for such expenses under this Article or otherwise (hereinafter an
"undertaking').

          (b) Right of Indemnitee to Bring Suit.  If a claim under paragraph
(a) of this Article is not paid in full by the Corporation within sixty days
after a written claim has been received by the Corporation, except in the case
of a claim for an advancement of expenses, in which case the applicable period
shall be twenty days, the indemnitee may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim.  If
successful in whole or in part in any such suit or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit.  In (i) any suit brought by the indemnitee
to enforce a right to indemnification hereunder (but not in a suit brought by
the indemnitee to enforce a right to an advancement of expense) it shall be a
defense that, and (ii) any suit by the Corporation to recover an advancement
of expenses pursuant to the terms of an undertaking the Corporation shall be
entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met the applicable standard of conduct set forth in the
Delaware General Corporation Law.  Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, not an actual determination by the
Corporation (including its Board of Directors, independent legal counsel,, or
it stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not net the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit.  In any suit brought by the indemnitee
to enforce a right hereunder, or by the Corporation to recover an advancement
of expenses pursuant to the terms of an undertaking, the burden of proving
that the indemnitee is not entitled to be indemnified or to such advancement
of expenses under this Article or otherwise shall be on the Corporation.

          (c) Non-Exclusivity of Rights.  The rights to indemnification and to
the advancement of expenses conferred in this Article shall not be exclusive
of any other rights which any person may have or hereafter acquire under any
statute, this Certificate of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.

          (d) Indemnification of Agents of the Corporation.  The Corporation
may, to the extent authorized from time to time by the Board of Directors,
grant rights to indemnification and to the advancement of expenses, to any
agent of the Corporation to the fullest extent of the provisions of this
Article with respect to the indemnification and advancement of expenses of
directors, officers and employees of the Corporation.


                                   ARTICLE X
                                   CONTRACTS

     No contract or other transaction between this Corporation and any other
corporation shall be affected by the fact that a Director or officer of this
Corporation is interested in or is a Director or officer of such other
corporation; and any Director, individually or jointly, may be a party to or
may be interested in any corporation or transaction of this Corporation or in
which this Corporation is interested; and no contract or other transaction of
this Corporation with any person, firm or corporation shall be affected by the
fact that any director of this corporation is a party to or is interested in
such contract, act or transaction or any way connected with such person, firm
or corporation, and every person who may become a Director of this Corporation
is hereby relieved from liability that might otherwise exist from contracting
with the Corporation for the benefit of himself or any firm, association or
corporation in which he may be in any way interested, provided said Director
acts in good faith.


                                  ARTICLE XI
                                  AMENDMENTS

     The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by the laws of Delaware, and all rights and powers
conferred herein upon stockholders and directors are granted subject to this
reservation.

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make this certificate, hereby declaring and
certifying that the facts herein stated are true, and accordingly, have
hereunto set my hand and seal this ____ day of March, 1988.



                                                /S/ Richard J. Lawrence
                                                ----------------------------
                                                RICHARD J. LAWRENCE

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

     On the _____ day of March, 1988, before me personally came Richard J.
Lawrence, the person who signed the foregoing Certificate of Incorporation,
known to me personally to be such, and acknowledged that the said certificate
is his act and deed and that the facts stated herein are true.





                                                /S/ Chantel Cable
                                                ---------------------------
                                                NOTARY PUBLIC
                                                Residing at: North Salt Lake