ARTICLES OF INCORPORATION
                                     OF
                          Trinity Companies, Inc.


The undersigned person over the age of eighteen (18) years, acting as the
sole incorporator of a corporation under the Utah Revised Business
Corporation Act, adopts the following Articles of Incorporation for such
corporation:

                                 ARTICLE I
                                 ----------
                                    NAME

     The name of this corporation (the "Corporation") is:

                          Trinity Companies, Inc.


                                 ARTICLE II
                                 ----------
                            PURPOSES AND POWERS

          The Corporation is organized to engage in any and all lawful acts,
activities and/or pursuits for which corporations may presently or hereafter
be organized under the URBCA.

          The Corporation shall have all powers allowed by law, including
without limitation those powers described in Section 16-10a-302 of the Utah
Code Annotated (1953), as amended and supplemented (the "Code").  The
purposes stated herein shall be construed as powers as well as purposes and
the enumeration of a specific purpose or power shall not be construed to
limit or restrict the meaning of general terms or the general powers; nor
shall the expression of one thing be deemed to exclude another not expressed,
although it be of like nature.

                                ARTICLE III
                                -----------
                             AUTHORIZED SHARES

          The aggregate number of shares which the Corporation shall have
authority to issue is Twenty-One Million (21,000,000) shares of capital stock
consisting of Twenty Million (20,000,000) shares of common stock ("Common
Stock") and One Million (1,000,000) shares of preferred stock ("Preferred
Stock").

          The authority to issue the Preferred Stock shall be vested in the
board of directors. The board of directors, without shareholder action, may
amend the corporation's articles of incorporation pursuant to Section 16-10a-
1002 of the Utah Revised Business Corporation Act to:

          (i)    create one or more series of Preferred Stock, fix the number
                 of shares of each such series, and designate, in whole or
                 part, the preferences, limitations, and relative rights of
                 the series, all before the issuance of any shares of that
                 series;

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          (ii)   alter or revoke the preferences, limitations, and relative
                 rights granted to or imposed upon any wholly unissued series
                 of Preferred Stock; or

          (iii)  increase or decrease the number of shares constituting any
                 series, the number of shares of which was originally fixed
                 by the board of directors, either before or after the
                 issuance of shares of the series, provided that the number
                 may not be decreased below the number of shares of the
                 series then outstanding, or increased above the total number
                 of authorized shares of Preferred Stock available for
                 designation as part of the series.

          The preferences, limitations, and relative rights of the Preferred
Stock or any series of the Preferred Stock may include, but is not limited
to, Preferred Stock that (a) has special, conditional or limited voting
rights, or no right to vote; (b) is redeemable or convertible; (c) entitles
the holders to distributions calculated in any manner, including dividends
that may be cumulative, noncumulative, or partially cumulative; (d) and
Preferred Stock that has preference over the Common Stock with respect to
distributions, including dividends and distributions upon the dissolution of
the corporation.  The above-described authority of the board of directors to
fix and determine may be exercised by corporate resolution from time to time
as the board of directors sees fit.

                                 ARTICLE IV
                                 ----------
                                COMMON STOCK

          The Common Stock shall be non-assessable and shall not have
cumulative voting rights or pre-emptive rights.  In addition, the Common
Stock shall, subject to the powers, rights and preferences of the Preferred
Stock as may exist from time to time, have the following powers, preferences,
rights, qualifications, limitations, and restrictions:


          (i)    the holders of the Common Stock shall be entitled to receive
                 such dividends, if any, as may be declared from time to time
                 by the board of directors;

          (ii)   after payment of all liabilities and required distributions
                 to the holders of Preferred Stock, if any, the holders of
                 the Common Stock shall be entitled to receive all of the
                 remaining assets of this corporation, tangible and
                 intangible, of whatever kind available for distribution to
                 stockholders, ratably in proportion to the number of shares
                 of Common Stock held by each; and

          (iii)  except as may otherwise be required by law or these Articles
                 of Incorporation, each holder of Common Stock shall have one
                 vote in respect to each share of Common Stock held by such
                 holder on each matter voted upon by the shareholders; no
                 shareholder shall be entitled to cumulate his vote for the
                 election of directors or for any other reason.

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                                 ARTICLE V
                                 ---------
                        REGISTERED OFFICE AND AGENT

          The address of the initial registered office of the Corporation is
333 South 520 West, Suite 220, Lindon, Utah 84042, and the name of its
initial registered agent at such address is Brent Christensen.


                                 ARTICLE VI
                                -----------
                       OFFICER AND DIRECTOR LIABILITY

          (1)    The Corporation shall indemnify and advance expenses to its
directors, officers, employees, fiduciaries or agents and to any person who
is or was serving at the Corporation's request as a director, officer,
partner, trustee, employee, fiduciary or agent of another domestic or foreign
corporation or other person or of an employee benefit plan (and their
respective estates or personal representatives) to the fullest extent as from
time to time permitted by Utah law.

          (2)    The personal liability of the directors and officers of the
Corporation to the Corporation or its shareholders, or to any third person,
shall be eliminated or limited to the fullest extent as from time to time
permitted by Utah law.

          (3)    Any repeal or modification of this Article V by the
shareholders of the Corporation shall not adversely affect any right or
protection of any person existing at the time of such repeal or modification.


                                ARTICLE VII
                                -----------
                                INCORPORATOR

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

---------------------------------------------------------------------------
     NAME                               ADDRESS
---------------------------------------------------------------------------

     Brent Christensen                  333 South 520 West, Suite 220
                                        Lindon, Utah 84042

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          IN WITNESS WHEREOF, the undersigned, being the sole incorporator of
the Corporation, hereby executes these Articles of Incorporation and
certifies to the truth of the facts herein stated, this 6th day of May, 2002.


                                        ___________________________________
                                        Brent Christensen, Incorporator



                     ACKNOWLEDGMENT OF REGISTERED AGENT
                    -----------------------------------

          The undersigned, Brent Christensen, hereby acknowledges that he has
been named as registered agent of Trinity Companies, Inc., a Utah
corporation, to be formed pursuant to the Articles of Incorporation to which
this Acknowledgment is attached, and the undersigned hereby agrees to act as
registered agent of said corporation.
                                        _____________________________________
                                        Brent Christensen, Registered Agent










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                              MAILING ADDRESS
                              ----------------

          If, upon completion of filing of the above Articles of
Incorporation, the Division elects to send a copy of the said Articles of
Incorporation to the Corporation by mail, the address to which the copy
should be mailed is:

          Parsons Behle & Latimer
          333 South 520 West, Suite 220
          Lindon, Utah  84042
          Attention: Brent Christensen, Esq.













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