ARTICLES OF INCORPORATION
                               OF
                      CHARGER VENTURES INC.


                            ARTICLE I
   The  name  of  the corporation is Charger Ventures  Inc.  (the
   "Corporation").

                           ARTICLE II
   The  purposes for which the Corporation is organized  and  its
   powers  are  to engage in all lawful business,  and  to  have,
   enjoy,  and exercise all of the rights, powers, and privileges
   conferred  upon corporations incorporated pursuant  to  Nevada
   law,  whether now or hereafter in effect, and whether  or  not
   herein specifically mentioned.

                           ARTICLE III
   The  amount  of  total  authorized  capital  stock  which  the
   Corporation  shall  have  authority  to  issue  is  50,000,000
   shares  of  common  stock, each with  $0.001  par  value,  and
   1,000,000  shares  of  preferred stock, each  with  $0.01  par
   value.  To  the fullest extent permitted by the  laws  of  the
   State  of Nevada (currently set forth in NRS 78.195),  as  the
   same  now  exists or may hereafter be amended or supplemented,
   the   Board   of   Directors  may  fix   and   determine   the
   designations, rights, preferences or other variations of  each
   class  or  series within each class of capital  stock  of  the
   Corporation.

                           ARTICLE IV
   The  business and affairs of the Corporation shall be  managed
   by  a  Board of Directors which shall exercise all the  powers
   of  the  Corporation  except  as  otherwise  provided  in  the
   Bylaws, these Articles of Incorporation or by the laws of  the
   State  of  Nevada.  The  number of members  of  the  Board  of
   Directors  shall  be  set  in accordance  with  the  Company's
   Bylaws;  however, the initial Board of Directors shall consist
   of  one  member. The name and address of the person who  shall
   serve  as  the  director  until the first  annual  meeting  of
   stockholders  and  until his successor  is  duly  elected  and
   qualified is as follows:

               Name                            Address
             David Keir                   1213 Turn Avenue
                                        Kelowna, British Columbia
                                           Canada V1Y 8N8

                            ARTICLE V

   The  name  and address of the incorporator of the  Corporation
   is  Craig  A.  Stoner, 455 Sherman Street, Suite 300,  Denver,
   Colorado 80203.
                           ARTICLE VI

To  the  fullest  extent permitted by the laws of  the  State  of
Nevada  (currently  set forth in NRS 78.037),  as  the  same  now
exists  or may hereafter be amended or supplemented, no  director
or  officer of the Corporation shall be liable to the Corporation
or  to its stockholders for damages for breach of fiduciary  duty
as a director or officer.

                           ARTICLE VII

The  Corporation shall indemnify, to the fullest extent permitted
by applicable law in effect from time to time, any person against
all liability and expense (including attorneys' fees) incurred by
reason of the fact that he is or was a director or officer of the
Corporation,  he  is  or  was  serving  at  the  request  of  the
Corporation as a director, officer, employee, or agent of, or  in
any   similar  managerial  or  fiduciary  position  of,   another
corporation,   partnership,  joint  venture,   trust   or   other
enterprise. The Corporation shall also indemnify any  person  who
is  serving or has served the Corporation as a director, officer,
employee,  or agent of the Corporation to the extent and  in  the
manner  provided in any bylaw, resolution of the shareholders  or
directors,  contract, or otherwise, so long as such provision  is
legally permissible.

                          ARTICLE VIII

The owners of shares of stock of the Corporation shall not have a
preemptive right to acquire unissued shares, treasury  shares  or
securities convertible into such shares.

                           ARTICLE IX

Only the shares of capital stock of the Corporation designated at
issuance  as having voting rights shall be entitled  to  vote  at
meetings   of   stockholders  of  the   Corporation,   and   only
stockholders  of record of shares having voting rights  shall  be
entitled to notice of and to vote at meetings of stockholders  of
the Corporation.

                            ARTICLE X

The  initial  resident  agent of the  Corporation  shall  be  the
Corporation  Trust Company of Nevada, whose street address  is  1
East 1st Street, Reno, Nevada 89501.

                           ARTICLE Xl

The  provisions  of  NRS 78.378 to 78.3793 inclusive,  shall  not
apply to the Corporation.



                                2
                           ARTICLE XII
One-third of the votes entitled to be cast on any matter by each
shareholder voting group entitled to vote on a matter shall
constitute a quorum of that voting group for action on that
matter by shareholders.

                          ARTICLE XIII

The holder of a bond, debenture or other obligation of the
Corporation may have any of the rights of a stockholder in the
Corporation to the extent determined appropriate by the Board of
Directors at the time of issuance of such bond, debenture or
other obligation.

IN WITNESS WHEREOF, the undersigned incorporator has executed
these Articles of Incorporation this 21st day of July, 1998.



                                   By /s/ Craig A. Stoner
                                      ------------------------
                                      Craig A. Stoner
                                      Incorporator
STATE OF COLORADO             )
                              ) ss.
CITY AND COUNTY OF DENVER     )

Personally appeared before me this 21st day of July, 1998, Craig
A. Stoner, who, being first duly sworn, declared that he executed
the foregoing Articles of Incorporation and that the statements
therein are true and correct to the best of his knowledge and
belief.

My commission expires:             Witness my hand and official
seal.


_____________________________________
____________________________________
                              Notary Public
                              455 Sherman Street, Suite 300
                              Denver, Colorado 80203








                                3

            CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
                        BY RESIDENT AGENT

The  undersigned,  Corporation  Trust  Company  of  Nevada,  with
address at One East First Street, Town of Reno, County of Washoe,
State of Nevada, hereby accepts the appointment as Resident Agent
of Charger Ventures Inc. in accordance with NRS 78.090.

    In Witness Whereof, I have hereunto set my hand this ___day

                                   of July, 1998.

                                  CT CORPORATION SYSTEM





________________________________

                                   Signature





________________________________

                                   Print Name





________________________________

                                   Title
















                                4