ARTICLES OF INCORPORATION
                                OF
                          INTER-VENTURE

WE, THE UNDERSIGNED natural persons of the age of twenty-one (21) years or
more, acting, as incorporators of a corporation under the Nevada Business
Corporation Act, adopt the following, articles of Incorporation for such
corporation.
 


                         ARTICLE I - NAME

The name of the Corporation is Inter-Venture.

                      ARTICLE II - DURATION

The duration of the corporation is perpetual. 

                      ARTICLE III - PURPOSES

The purpose or purposes for which this corporation is engaged are: 
(a) To engage in the specific business of making investments, including
investment in, purchase and ownership of any and all kinds of property, assets
or business, whether alone or in conjunction with others. Also, to acquire,
develop, explore and otherwise deal ln and with all kinds of real and personal
property and all related activities, and for any and all other lawful
purposes. 
(b) To acquire by purchase, exchange, gift, bequest, subscription, or
otherwise; and to hold, own, mortgage, pledge, hypothecate, sell, assign,
transfer, exchange, or otherwise dispose of or deal in or with its own
corporate securities or stock or other securities including, without
limitations, any shares of stock, bonds, debentures, notes, mortgages, or
other obligations, and any certificates, receipts or other instruments
representing rights or interests therein on any property or assets created or
issued by any person, firm, associate, or corporation, or instrumentalities
thereof; to make payment therefor in any lawful manner or to issue in exchange
therefor its unreserved earned surplus for the purchase of its own shares, and
to exercise as owner or holder of any  securities, any and all rights, powers,
and privileges in respect thereof.
(c) To do each and everything necessary, suitable or proper for the
accomplishment of any of the purposes or the attainment of any one or more of
the subjects herein enumerated, or which may, at any time, appear conducive to
or expedient for the protection or benefit of this
corporation, and to do said acts as fully and to the same extent as natural
persons might, or could do in any part of the world as principals, agents,
partners, trustees, or otherwise, either alone or in conjunction with any
other person, association, or corporation.
(d) The foregoing clauses shall be construed both as purposes and powers and
shall not be held to limit or restrict in any manner the general powers of the
corporation, and the enjoyment and exercise thereof, as conferred by the laws
of the State of Utah and it is the intention that the purposes and powers
specified in each of the paragraphs of this Article III shall he regarded as
independent purposes and powers.

                        ARTICLE IV - STOCK

The aggregate number of shares which this corporation shall have authority to
issue 100,000,000 shares of Common Stock having a par value of $.001 per
share. All stock of the corporation shall be of the same class, common, and
shall have the same rights and preferences. Fully-paid stock of this
corporation shall not be liable to any further call or assessment . 

                      ARTICLE V - AMENDMENT 

These Articles of Incorporation may be amended by the affirmative vote of "a
majority" of the shares entitled to vote on each such amendment.

                ARTICLE VI - SHAREHOLDER'S RIGHTS

The authorized and treasury stock of this corporation may be issued at such
time, upon such terms and conditions and for such consideration as the Board
of Directors shall determine. Shareholders shall not have pre-emptive rights
to acquire Unissued shares of the stock of this corporation. 

                   ARTICLE VII - CAPITALIZATION

This corporation will not commence business until consideration of a value of
at least $1,000 has been received for the issuance of said shares. 

             ARTICLE VIII - INITIAL OFFICE AND AGENT

The Corporate Trust Company of Nevada 
One East First Street 
Reno, NV 89501 

                      ARTICLE IX - DIRECTORS
The directors are hereby given the authority to do any act on behalf of the
corporation by law and in each instance where the Business Corporation Act
provides that the directors may act in certain instances where the Articles of
Incorporation authorize such action by the directors, the directors are hereby
given authority to act in such instances without specifically numerating such
potential action or instance herein. 

The directors are specifically given the authority to mortgage or pledge any
or all assets (of the business without stockholders' approval. 

The number of directors constituting the INITIAL Board of Directors of this
corporation is three. The names and addresses of persons who are to serve as
Directors until the first annual meeting of stockholders or until their
successors are elected and qualify, are: 

               NAME                         ADDRESS

         V.L. Parker                     32511 Caribbean
                                         Laguna Niguel, CA 92677

         Denny W. Nestripke              311 South State, Suite 410
                                         Salt Lake City, Utah 84111
 
         Lloyd T. Rochford               22815 Via Orvieto
                                         South Laguna, CA 92677
 
                    ARTICLE X - INCORPORATORS

The name and address of each incorporators is: 
 
              NAME                         ADDRESS

          Van L. Butler                 311 South State, #440
                                        Salt Lake City, UT 84111
 
          Leon W. Crockett              311 South State, #440
                                        Salt Lake City, UT 84111

          Nei1 B. Smith                 311 South State, #440
                                        Salt Lake City, UT 84111

                            ARTICLE XI

        COMMON DIRECTORS-TRANSACTIONS BETWEEN CORPORATIONS

No contract or other transaction between this corporation and
any one or more of its directors or any other corporation, firm,
association, or entity in which one or more of its directors or
officers are financially interested, shall be either void or
voidable because of such relationship or interest, or because such
director or directors are present at the meeting, of the Board of
Directors, or a committee thereof, which authorizes, approves, or
ratifies such contract or transaction, or because his or their
votes are counted for such purpose if: (a) the fact of such
relationship or interest is disclosed or known to tho Board of
Directors or committee which authorizes, approves, or ratifies the
contract or transaction by vote or consent sufficient for the
purpose without counting the votes or consents of such interested
director; or (b) the fact of such relationship or interest is
disclosed or known to the stockholders entitled to vote and they
authorize, approve, or ratify such contract or transaction by vote
or written consent, or (c) the contract or transaction is fair and
reasonable to the corporation.

Common or interested directors may be counted in determining the presence of a
quorum at a meeting, of the Board of Directors or committee thereof which
authorizes, approves, or ratifies such contract or transaction. 

Under penalties of perjury, we declare that these Article of Incorporation
have been examined by us and are to the best of our knowledge and belief,
true, correct and complete.
 
DATED this 23rd day of February, 1984.
 

                                     /s/Van L. Butler

                                     /s/ Leon W. Crockett

                                     /s/ Neil B. Smith

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

On the 23rd day of February, 1984, personally appeared before me, Leon W.
Crockett, Van L. Butler, and Neil B. Smith, who duly acknowledged to me that
they signed the foregoing Articles of Incorporation.

                                     /s/Jody Sjornbal
                                     NOTARY PUBLIC
                                     Residing at: Salt Lake County