Exhibit  3.1

                            ARTICLES OF INCORPORATION
                          ---------------------------

                                       OF

                               ITIS HOLDINGS INC.

     For  the  purpose  of  associating  to  establish  a  corporation under the
provisions  and  subject  to  the  requirements of Title 7, Chapter 78 of Nevada
Revised  Statutes,  and  the  acts amendatory thereof, and hereinafter sometimes
referred  to  as  the  General  Corporation  Law  of  the  State  of Nevada, the
undersigned  incorporator  does  hereby adopt and make the following Articles of
Incorporation:

     FIRST:  The name of the corporation (hereinafter called the corporation) is
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ITIS  Holdings  Inc.

     SECOND:  The  name  of  the  corporation's  resident  agent in the State of
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Nevada  is  CSC  Services  of  Nevada,  Inc., and the street address of the said
resident  agent  where process may be served on the corporation is 502 East John
Street,  Carson  City  89706.  The mailing address and the street address of the
said  resident  agent  are  identical.

     THIRD:  The  aggregate  number  of  shares  of all classes of capital stock
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which the corporation has authority to issue is 200,000,000 of which 150,000,000
are  to  be  shares  of  common stock, $.001 par value, and 50,000,000 are to be
preferred  stock,  $.001 par value.  The shares may be issued by the corporation
from  time  to  time  as  approved  by the board of directors of the corporation
without  the  approval  of  the stockholders except as otherwise provided by the
General Corporation Law of the State of Nevada, these Articles of Incorporation,
or the rules of a national securities exchange if applicable.  The consideration
for  the  issuance of the shares shall be paid to or received by the corporation
in  full  before  their  issuance  and  shall not be less than the par value per
share.  The  consideration  for  the  issuance of shares shall be cash, services
rendered,  personal  property (tangible or intangible), real property, leases of
real  property  or  any  combination of the foregoing.  In the absence of actual
fraud in the transaction, the judgment of the board of directors as to the value
of  such  consideration shall be conclusive.  Upon payment of such consideration
such  shares shall be deemed to be fully paid and nonassessable.  In the case of
a  stock  dividend,  the  part  of  the  surplus  of  the  corporation  which is
transferred  to  stated  capital upon the issuance of shares as a stock dividend
shall  be  deemed  to  be  the  consideration  for  their  issuance.

     (a)  Except  as  provided  in  Articles of Incorporation, or in the powers,
     designations  preferences  and  relative rights of any preferred stock, the
     holders  of  the  common  stock shall exclusively possess all voting power.
     Subject to the provisions of each holder of shares of common stock shall be
     entitled  to  one  vote  for  each  share  held  by  such  holders.

     Whenever there shall have been paid, or declared and set aside for payment,
     to  the  holders  of the outstanding shares of any class or series of stock
     having preference over the common stock as to the payment of dividends, the
     full  amount  of  dividends  and  sinking  fund or retirement fund or other
     retirement payments, if any, to which such holders are respectively entitle
     in preference to the common stock, then dividends may be paid on the common


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     stock,  and  on  any  class  or  series  of  stock  entitled to participate
     therewith  as  to  dividends,  out  of any assets legally available for the
     payment  of  dividends,  but  only  when  and  as  declared by the board of
     directors  of  the  corporation.

     In  the  event  of  any  liquidation,  dissolution  or  winding  up  of the
     corporation,  after  there  shall have been paid, or declared and set aside
     for  payment,  to the holders of the outstanding shares of any class having
     preference  over  the common stock in any such event, the full preferential
     amounts  to which they are respectively entitled, the holders of the common
     stock  and  any class or series of stock entitled to participate therewith,
     in  whole or in part, as to distribution of assets shall be entitled, after
     payment  or  provision  for  payment  of  all  debts and liabilities of the
     corporation,  to  receive the remaining assets of the corporation available
     for  distribution,  in  cash  or  in  kind.

     Each share of common stock shall have the same relative powers, preferences
     and  rights  as, and shall be identical in all respects with, all the other
     shares  of  common  stock  of  the  corporation.

     (b)  Except  as  provided  in these Articles of Incorporation, the board of
     directors  of  the  corporation is authorized, by resolution or resolutions
     from  time  to time adopted, to provide for the issuance of preferred stock
     in  series  and  to fix and state the powers, designations, preferences and
     relative,  participating, optional or other special rights of the shares of
     each  such  series,  and  the  qualifications,  limitation  or restrictions
     thereof,  including,  but  not  limited  to  determination  of  any  of the
     following:

          (1)  the  distinctive  serial  designation  and  the  number of shares
          constituting such series;

          (2)  the  rights  in  respect  of dividends, if any, to be paid on the
          shares  of  such series, whether dividends shall be cumulative and, if
          so,  from  which  date  or  dates,  the  payment  or date or dates for
          dividends, and the participating or other special rights, if any, with
          respect  to  dividends;

          (3)  the voting powers, full or limited, if any, of the shares of such
          series;

          (4)  whether the shares of such series shall be redeemable and, if so,
          the  price or prices at which, and the terms and conditions upon which
          such  shares  may  be  redeemed:

          (5)  the  amount  or amounts payable upon the shares of such series in
          the  event  of  voluntary  or  involuntary liquidation, dissolution or
          winding  up  of  the  corporation;

          (6)  whether  the  shares  of  such  series  shall  be entitled to the
          benefits of a sinking or retirement fund to be applied to the purchase
          or  redemption of such shares, and, if so entitled, the amount of such
          fund  and the manner of its application, including the price or prices
          at  which  such  shares  may  be  redeemed  or  purchased  through the
          application  of  such  funds;


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          (7)  whether  the  shares of such series shall be convertible into, or
          exchangeable  for,  shares  of any other class or classes or any other
          series  of  the  same  or  any  other class or classes of stock of the
          corporation  and,  if  so  convertible or exchangeable, the conversion
          price or prices, or the rate or rates of exchange, and the adjustments
          thereof, if any, at which such conversion or exchange may be made, and
          any  other  terms  and  conditions  of  such  conversion  or exchange;

          (8)  the  subscription or purchase price and form of consideration for
          which  the  shares  of  such  series  shall  be  issued;  and

          (9)  whether the shares of such series which are redeemed or converted
          shall  have  the status of authorized but unissued shares of preferred
          stock and whether such shares may be reissued as shares of the same or
          any  other  series  of  preferred  stock.

     Each  share  of each series of preferred stock shall have the same relative
     powers,  preferences  and rights as, and shall be identical in all respects
     with,  all  the  other shares of the corporation of the same series, except
     the  times  from which dividends on shares which may be issued from time to
     time  of  any  such  series  may  begin  to  accrue.

     (c)  No  holder  of any of the shares of any class of the corporation shall
     be  entitled  as  of right to subscribe for, purchase, or otherwise acquire
     any  shares  of any class of the corporation which the corporation proposes
     to  issue  or any rights or options which the corporation proposes to grant
     for  the  purchase  of  shares  of  any class of the corporation or for the
     purchase  of  any  shares,  bonds,  securities,  or  obligations  of  the
     corporation  which are convertible into or exchangeable for, or which carry
     any  rights, to subscribe for, purchase, or otherwise acquire shares of any
     class  of  the  corporation;  and  any  and  all  of  such  shares,  bonds,
     securities,  or  obligations  of  the corporation, whether now or hereafter
     authorized  or created, may be issued, or may be reissued or transferred if
     the  same have been reacquired and have treasury status, and any and all of
     such  rights  and  options may be granted by the Board of Directors to such
     persons,  firms,  corporations,  and  associations,  and  for  such  lawful
     consideration,  and  on  such  terms,  as  the  board  of  directors in its
     discretion  may determine, without first offering the same, or any thereof,
     to  any  said  holder.

     (d) No shares of any class or series shall have cumulative voting rights in
     the  election  of  directors.

     FOURTH:  The  following  provisions shall govern the conduct of meetings of
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the  stockholders  of  the  corporation:

     (a)  Meetings  of  the stockholders may be held at such place as the bylaws
may  provide.

     (b)  Any  action required or permitted to be taken at any annual or special
meeting  of  stockholders  may  be  effected  by written consent of stockholders
constituting a majority of the voting power entitled to vote on such matter at a
meeting.


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     (c)  Special  meetings  of  the  stockholders  of  the  corporation for any
     purpose  or purposes may be called at any time by the board of directors of
     the corporation, or by a committee of the board of directors which has been
     duly  designated  by  the  board of directors and whose power and authority
     include  the power and authority to call such meetings but special meetings
     may  not  be  called  by  another  person  or  persons.

     (d)  Nominations  for  the  election of directors and proposals for any new
     business  to  be  taken up at any annual or special meeting of stockholders
     may  be  made  by  the  board  of  directors  of  the corporation or by any
     stockholder  of  the corporation entitled to vote generally in the election
     of  directors.  In  order  for a stockholder of the corporation to make any
     such nominations and/or proposals at an annual meeting or such proposals at
     a  special  meeting,  he  or  she  shall  give  notice  thereof in writing,
     delivered  or mailed by first class United States mail, postage prepaid, to
     the  Secretary  of  the corporation not less than thirty days nor more than
     sixty  days prior to any such meeting; provided, however, that if less than
     forty  days'  notice  of the meeting is given to stockholders, such written
     notice shall be delivered or mailed, as prescribed, to the Secretary of the
     corporation  not later than the close of the tenth day following the day on
     which  notice  of  the meeting was mailed to stockholders. Each such notice
     given  by  a  stockholder  with  respect to nominations for the election of
     directors  shall  set  forth  (1)  the  name, age, business address and, if
     known,  residence  address of each nominee proposed in such notice, (2) the
     principal occupation or employment of each such nominee, and (3) the number
     of  shares of stock of the corporation which are beneficially owned by each
     such  nominee.  In  addition,  the stockholder making such nomination shall
     promptly  provide  any  other  information  reasonably  requested  by  the
     corporation.

     (e)  Each  such notice given by a stockholder to the Secretary with respect
     to  business proposals to bring before a meeting shall set forth in writing
     as  to  each  matter: (1) a brief description of the business desired to be
     brought  before the meeting and the reasons for conducting such business at
     the  meeting;  (2) the name and address, as the appear on the corporation's
     books, of the stockholder proposing such business; (3) the class and number
     of  shares  of  the  corporation  which  are  beneficially  owned  by  the
     stockholder;  and  (4)  any  material  interest  of the stockholder in such
     business.  Notwithstanding  anything  in these Articles of Incorporation to
     the  contrary,  no  business  shall  be  conducted at the meeting except in
     accordance  with  the  procedures  set  forth  in  this  Article.

     (f)  The  Chairman of the annual or special meeting of stockholders may, if
     the  facts warrant, determine and declare to such meeting that a nomination
     or  proposal  was not made in accordance with the foregoing procedure, and,
     if  he  should  so  determine,  he  shall so declare to the meeting and the
     defective  nomination  or  proposal  shall be disregarded and laid over for
     action  at  the next succeeding adjourned, special or annual meeting of the
     stockholders  taking  place  thirty days or more thereafter. This provision
     shall  not  require  the  holding  of  any  adjourned or special meeting of
     stockholders  for  the  purpose of considering such defective nomination or
     proposal.

     FIFTH:  The  governing board of the corporation shall be styled as a "Board
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of  Directors",  and  any  member of said board shall be styled as a "Director."
The  number  of  members  constituting  the  first  board  of  directors  of the
corporation  is  six;  and  the  name and the post office box or street address,
either  residence  or  business,  of  each  of  said  members  are  as  follows:


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

            Hunter M.A. Carr   10750 Hammerly
            Class I            Second Floor
                               Houston, TX 77041

            Kelley V. Kirker   10750 Hammerly
            Class I            Second Floor
                               Houston, TX 77041

            George A. Roberts  10750 Hammerly
            Class II           Second Floor
                               Houston, TX 77041

            W. Paul Thayer     10750 Hammerly
            Class II           Second Floor
                               Houston, TX 77041

            Bud Rae            10750 Hammerly
            Class III          Second Floor
                               Houston, TX 77041

            W. Allyn Hoaglund  10750 Hammerly
            Class III          Second Floor
                               Houston, TX 77041

     The number of directors of the corporation may be increased or decreased in
the  manner provided in the bylaws of the corporation; provided, that the number
of  directors  shall  never  be  greater than 15 nor less than one (exclusive of
directors,  if  any,  to  be  elected  by  holders  of  preferred  stock  of the
corporation).  Exclusive  of  directors,  if  any,  elected  by  the  holders of
preferred stock, all vacancies, including vacancies caused by an increase in the
number  of  directors  and  including  vacancies  resulting  from the removal of
directors  by  the  stockholders  entitled  to vote which are not filled by said
stockholders,  may  be  filled  by  the  vote  of  a  majority  of the remaining
directors,  though  less  than  a  quorum.

     The  board  of directors of the corporation (other than directors which may
be  elected  by  the  holders  of  preferred stock), shall be divided into three
classes of directors which shall be designated Class I, Class II, and Class III.
The  members  of each class shall be elected for a term of three years and until
their  successors  are  elected  and  qualified. Such classes shall be as nearly
equal  in  number  as the then total number of directors constituting the entire
board  of  directors  shall  permit,  exclusive of directors, if any, elected by
holders of preferred stock, with the terms of office of all members of one class
expiring  each  year.  Should  the  number  of  directors  not  be


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equally  divisible  by three, the excess director or directors shall be assigned
to  Classes  I  or  II  as  follows:  (1)  if  there  shall  be an excess of one
directorship over the number equally divisible by three, such extra directorship
shall  be  classified  in  Class  I;  and  (2)  if  there  be  an  excess of two
directorships  over a number equally divisible by three, one shall be classified
in Class I and the other in Class II. Directors of Class I shall hold office for
a  term expiring at the first annual meeting of stockholders, directors of Class
II shall hold office for a term expiring at the second succeeding annual meeting
of stockholders and directors of Class III shall hold office for a term expiring
at  the  third succeeding annual meeting after the formation of the corporation.
Thereafter,  at each succeeding annual meeting, directors of each class shall be
elected  for three-year terms. Notwithstanding the foregoing, the director whose
term  shall expire at any annual meeting shall continue to serve until such time
as  his  successor  shall have been duly elected and shall have qualified unless
his position on the board of directors shall have been abolished by action taken
to  reduce  the  size  of  the  board  of  directors  prior  to  said  meeting.

     Should  the  number  of  directors  of  the  corporation  be  reduced,  the
directorship(s)  eliminated  shall  be allocated among classes as appropriate so
that the number of directors in each class is as specified in the position(s) to
be  abolished.  Notwithstanding  the  foregoing,  no  decrease  in the number of
directors  shall  have  the  effect  of  shortening  the  term  of any incumbent
director.  Should the number of directors of the corporation be increased, other
than  directors  which  may  be  elected  by the holders of preferred stock, the
additional directorships shall be allocated among classes as appropriate so that
the  number  of  directors  in  each  class  is  as specified in the immediately
preceding  paragraph.

     Whenever  the  holders  of any one or more series of preferred stock of the
corporation  shall  have the right voting separately as a class, to elect one or
more  directors  of  the  corporation, the board of directors shall include said
directors so elected in addition to the number of directors fixed as provided in
this  Section.  Notwithstanding  the  foregoing,  and except as otherwise may be
required  by  law,  whenever  the holders of any one or more series of preferred
stock  of  the  corporation  elect one or more directors of the corporation, the
terms  of  the director or directors elected by such holders shall expire at the
next  succeeding  annual  meeting  of  stockholders.

     SIXTH:  The  name  and  the  post  office  box  or  street  address, either
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residence  or  business,  of  the  incorporator  signing  these  Articles  of
Incorporation  are  as  follows:

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

             Lawrence E. Wilson     1001 McKinney
                                    18th Floor
                                    Houston, TX 77002

     SEVENTH:  The  corporation  shall  have  perpetual  existence.
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     EIGHTH:  The  personal  liability  of  the  directors of the corporation is
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hereby eliminated to the fullest extent permitted by the General Corporation Law
of  the  State  of  Nevada,  as  the  same  may  be  amended  and  supplemented.


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     NINTH:  The  corporation  shall,  to  the  fullest  extent permitted by the
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General  Corporation  Law of the State of Nevada, as the same may be amended and
supplemented,  indemnify  any  and  all  persons  whom  it  shall  have power to
indemnify  under  said  Law  from  and  against  any  and  all  of the expenses,
liabilities,  or  other  matters  referred to in or covered by said Law, and the
indemnification  provided  for herein shall not be deemed exclusive of any other
rights  to  which  those indemnified may be entitled under any bylaw, agreement,
vote  of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office,  and  shall  continue  as  to  a person who has ceased to be a director,
officer,  employee,  or  agent  and  shall  inure  to  the benefit of the heirs,
executors,  and  administrators  of  such  a  person.

     TENTH:  The  nature  of  the business of the corporation and the objects or
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the  purposes  to  be transacted, promoted, or carried on by it are to engage in
any lawful activity.  The corporation shall have all the powers of a corporation
organized  under  the  General  Corporation  Law  of  the  State  of  Nevada.

     ELEVENTH:  These  Articles  of  Incorporation  and  the  bylaws  of  the
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corporation  may  be repealed, altered, amended or rescinded only by a vote of a
majority  of  the  entire  board  of  directors or a majority of the outstanding
shares  of  capital  stock,  voting  as  classes.

     IN  WITNESS WHEREOF, I do hereby execute these Articles of Incorporation on
______________,  2002.




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