CORPORATE CHARTER

I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that UNIVERSAL NETWORK OF AMERICA, INC. did on the TWENTIETH
day
of NOVEMBER, 1996 file in this office the original Ariticles of Incorporation;
that said Articles are now on file and of record in the office of the Nevada
Secretary of State, and further, that said Articles contain all the provisions
required by the law of said State of Nevada.


                          IN WITNESS WHEREOF, I have hereunto set my hand
                          and affixed the Great Seal of State, at my office,
                          in Carson City, Nevada, this TWENTIETH day of
                          NOVEMBER, 1996.

                          /s/DEAN HELLER
                          Secretary of State

                          By   /s/DELAINA MARZULLO
                          Certification Clerk

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[FILED IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF NEVADA,
NOV 20,
1996, C23926-96]

                   ARTICLES OF INCORPORATION

                               OF

               UNIVERSAL NETWORK OF AMERICA, INC.


KNOW ALL MEN BY THESE PRESENTS:

     That we, the undersigned, have this day voluntarily associated
ourselves together for the purpose of forming a Corporation under and
pursuant to the laws of the State of Nevada, and we do hereby  certify that:


ARTICLE I - NAME:  The exact name of this Corporation is:

                  Universal Network of America, Inc.

ARTICLE II - RESIDENT AGENT:

     The  Resident Agent of the Corporation is Max C. Tanner, Esq., The Law
Offices of Max C. Tanner, 2950 East Flamingo Road, Suite G, Las Vegas, Nevada
89121.

ARTICLE III - DURATION:  The Corporation shall have perpetual existence.

ARTICLE IV - PURPOSES:  The purpose, object and nature of the business for
which this Corporation is organized are:

     (a)  To engage in any lawful activity;

     (b)  To carry on such business as may be necessary, convenient, or
          desirable to accomplish the above purposes, and to do all other
          things incidental thereto which are not forbidden by law or by
          these Articles of Incorporation.

ARTICLE V - POWERS:  The powers of the Corporation shall be those powers
granted by 78.060 and 78.070 of the Nevada Revised Statutes under which this
corporation is formed.  In addition, the Corporation shall have the following
specific powers:

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     (a)  To elect or appoint officers and agents of the Corporation and to
          fix their compensation;

     (b)  To act as an agent for any individual, association, partnership,
          corporation or other legal entity;

     (c)  To receive, acquire, hold, exercise rights arising out of the
          ownership or possession thereof, sell, or otherwise dispose of,
          shares or other interests in, or obligations of, individuals,
          associations, partnerships, corporations, or governments;

     (d)  To receive, acquire, hold, pledge, transfer, or otherwise dispose
          of shares of the corporation, but such shares may only be
          purchased, directly or indirectly, out of earned surplus;

     (e)  To make gifts or contributions for the public welfare or for
          charitable, scientific or educational purposes, and in time of
          war, to make donations in aid of war activities.

ARTICLE VI - CAPITAL STOCK:

     Section 1.  Authorized Shares.  The total number of shares which this
     Corporation is authorized to issue is 50,000,000 shares of Capital
     Stock at $.001 par value per share as set forth in subsections (a) and
     (b) of this Section 1 of Article VI.

     (a)  The total number of shares of Common Stock which this Corporation
          is authorized to issue is 40,000,000 shares at $.001 par value
          per share.

     (b)  The total number of shares of Preferred Stock which this
          Corporation is authorized to issue is 10,000,000 shares at $.001
          par value per share, which Preferred Stock may contain special
          preferences as determined by the Board of Directors of the
          Corporation, including, but not limited to, the bearing of
          interest and convertibility into shares of Common Stock of the
          Corporation.

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     Section 2.  Voting Rights of Shareholders.  Each holder of the Common
     Stock shall be entitled to one vote for each share of stock standing in
     his name on the books of the Corporation.

     Section 3.  Consideration for Shares.  The Common Stock shall be issued
     for such consideration, as shall be fixed from time to time by the
     Board of Directors.  In the absence of fraud, the judgment of the
     Directors as to the value of any property for shares shall be
     conclusive.  When shares are issued upon payment of the consideration
     fixed by the Board of Directors, such shares shall be taken to be fully
     paid stock and shall be non-assessable.  The Articles shall not be
     amended in this particular.

     Section 4.  Pre-emptive Rights.  Except as may otherwise be provided by
     the Board of Directors, no holder of any shares of the stock of the
     Corporation, shall have any preemptive right to purchase, subscribe
     for, or otherwise acquire any shares of stock of the Corporation of any
     class now or hereafter authorized, or any securities exchangeable for
     or convertible into such shares, or any warrants or other instruments
     evidencing rights or options to subscribe for, purchase, or otherwise
     acquire such shares.

     Section 5.  Stock Rights and Options.  The Corporation shall have the
     power to create and issue rights, warrants, or options entitling the
     holders thereof to purchase from the corporation any shares of its
     capital stock of any class or classes, upon such terms and conditions
     and at such times and prices as the Board of Directors may provide,
     which terms and conditions shall be incorporated in an instrument or
     instruments evidencing such rights.  In the absence of fraud, the
     judgment of the Directors as to the adequacy of consideration for the
     issuance of such rights or options and the sufficiency thereof shall be
     conclusive.

ARTICLE VII - ASSESSMENT OF STOCK:  The capital stock of this Corporation,
after the amount of the subscription price has been fully paid in, shall not
be assessable for any purpose, and no stock issued as fully paid up shall
ever be assessable or assessed. The holders of such stock shall not be
individually responsible for the debts, contracts, or liabilities of the
Corporation and shall not be liable for assessments to restore impairments in
the capital

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of the Corporation.

ARTICLE VIII - DIRECTORS:  For the management of the business,and for the
conduct of the affairs of the Corporation, and for the future definition,
limitation, and regulation of the powers of the Corporation and its directors
and shareholders, it is further provided:

     Section 1.  Size of Board.  The members of the governing board of the
     Corporation shall be styled directors.  The number of directors of the
     Corporation, their qualifications, terms of office, manner of election,
     time and place of meeting, and powers and duties shall be such as are
     prescribed by statute and in the by-laws of the Corporation.  The name
     and post office address of the directors constituting the first board
     of directors, which shall be One (1) in number are:

          NAME                ADDRESS

          Max C. Tanner       2950 East Flamingo Road
                              Suite G
                              Las Vegas, NV 89121


     Section 2.  Powers of Board.  In furtherance and not in limitation of
     the powers conferred by the laws of the State of Nevada, the Board of
     Directors is expressly authorized and empowered:

     (a)  To make, alter, amend, and repeal the By-Laws subject to the
          power of the shareholders to alter or repeal the By-Laws made by
          the Board of Directors.

     (b)  Subject to the applicable provisions of the ByLaws then in
          effect, to determine, from time to time,  whether and to what
          extent, and at what times and places, and under what conditions
          and regulations, the accounts and books of the Corporation, or
          any of them, shall be open to shareholder inspection.  No
          shareholder shall have any right to inspect any of the accounts,
          books or documents of the Corporation, except as permitted by
          law, unless and until authorized to do so by resolution of the
          Board of Directors or of the Shareholders of the Corporation;

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     (c)  To issue stock of the Corporation for money, property,services
          rendered, labor performed, cash advanced, acquisitions for other
          corporations or for  any other assets of value in accordance with
          the action of the board of directors without vote or consent of
          the shareholders and the judgment of the board of directors as to
          value received and in return therefore shall be conclusive and
          said stock, when issued, shall be fully-paid and non-assessable.

     (d)  To authorize and issue, without shareholder consent, obligations
          of the Corporation, secured and unsecured, under such terms and
          conditions as the Board, in its sole discretion, may determine,
          and to pledge or mortgage, as security therefore, any real or
          personal property of the Corporation, including after-acquired
          property;

     (e)  To determine whether any and, if so, what part, of the earned
          surplus of the Corporation shall be paid in dividends to the
          shareholders, and to direct and determine other use and
          disposition of any such earned   surplus;

     (f)  To fix, from time to time, the amount of the profits of the
          Corporation to be reserved as working capital or for any other
          lawful purpose;

     (g)  To establish bonus, profit-sharing, stock option, or other types
          of incentive compensation plans for the employees, including
          officers and directors, of the Corporation, and to fix the amount
          of profits to be shared or distributed, and to determine the
          persons to participate in any such plans and the amount of their
          respective participations.

     (h)  To designate, by resolution or resolutions passed by a majority
          of the whole Board, one or more committees, each consisting of
          two or more directors, which, to the extent permitted by law and
          authorized by the resolution or the By-Laws, shall have and may
          exercise the powers of the Board;

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     (i)  To provide for the reasonable compensation of its own members by
          By-Law, and to fix the terms and conditions upon which such
          compensation will be paid;

     (j)  In addition to the powers and authority herein before, or by
          statute, expressly conferred upon it, the Board of Directors may
          exercise all such powers and do all such acts and things as may
          be exercised or done by the corporation, subject, nevertheless,
          to the provisions of the laws of the State of Nevada, of these
          Articles of Incorporation, and of the By-Laws of the Corporation.

     Section 3.  Interested Directors.  No contract or transaction between
     this Corporation and any of its directors, or between this Corporation
     and any other corporation, firm, association, or other legal entity
     shall be invalidated by reason of the fact that the director of the
     Corporation has a direct or indirect interest, pecuniary or otherwise,
     in such corporation, firm, association, or legal entity, or because the
     interested director was present at the meeting of the Board of
     Directors which acted upon or in reference to such contract or
     transaction, or because he participated in such action, provided that:
     (1)  the interest of each such director shall have been disclosed to or
     known by the Board and a disinterested majority of the Board shall have
     nonetheless ratified and approved such contract or transaction (such
     interested director or directors may be counted in determining whether
     a quorum is present for the meeting at which such ratification or
     approval is given); or (2) the conditions of N.R.S. 78.140 are met.

ARTICLE IX -  LIMITATION OF LIABILITY OF OFFICERS OR DIRECTORS:  The
personal
liability of a director or officer of the corporation to the corporation or
the Shareholders for damages for breach of fiduciary duty as a director or
officer shall be limited to acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law.

ARTICLE X - INDEMNIFICATION:  Each director and each officer of the
corporation may be indemnified by the corporation as follows:

     (a)  The corporation may indemnify any person who was or is a party,
          or is threatened to be made a party, to any

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          threatened, pending or completed action, suit or proceeding, whether
          civil, criminal, administrative or investigative (other than an
          action by or in the right of the corporation), by reason of the fact
          that he is or was a director, officer, employee or agent of the
          corporation, or is or was serving at the request of the
          corporation as a director, officer, employee or agent of
          another corporation, partnership, joint venture, trust or other
          enterprise, against expenses (including attorneys' fees),
          judgments, fines and amounts paid in settlement, actually and
          reasonably incurred by him in connection with the action, suit or
          proceeding, if he acted in good faith and in a manner which he
          reasonably believed to be in or not opposed to the best interests
          of the corporation and with respect to any criminal action or
          proceeding, had no reasonable cause to believe his conduct was
          unlawful.  The termination of any action, suite or proceeding, by
          judgment, order, settlement, conviction or upon a plea of nolo
          contendere or its equivalent, does not of itself create a
          presumption that the person did not act in good faith and in a
          manner which he reasonably believed to be in or not opposed to
          the best interests of the corporation, and that, with respect to
          any criminal action or proceeding, he had reasonable cause to
          believe that his conduct was unlawful.

     (b)  The corporation may indemnify any person who was  or is a party,
          or is threatened to be made a party, to  any threatened, pending
          or completed action or suit by or in the right of the
          corporation, to procure a judgment in its favor by reason of the
          fact that he is or was a director, officer, employee or agent of
          the corporation, or is or was serving at the request of the
          corporation as a director, officer, employee or agent of another
          corporation, partnership, joint venture, trust or other
          enterprise against expenses including amounts paid in settlement
          and attorneys' fees actually and reasonably incurred by him in
          connection with the defense or settlement of the action or suit,
          if he acted in good faith and in a manner which he reasonably
          believed to be in or not opposed to the best interests of the
          corporation.  Indemnification may not be made for any

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          claim, issue or matter as to which such a person has been adjudged by
          a court of competent jurisdiction, after exhaustion of all appeals
          there from, to be liable to the corporation or for amounts paid
          in settlement to the corporation, unless and only to the extent
          that the court in which the action or suit was brought or other
          court of competent jurisdiction determines upon application that
          in view of all the circumstances of the case the person is fairly
          and reasonably entitled to indemnity for such expenses as the
          court deems proper.

     (c)  To the extent that a director, officer, employee  or agent of a
          corporation has been successful on the merits or otherwise in
          defense of any action, suit or proceeding referred to in
          subsections (a) and (b) of this Article, or in defense of any
          claim, issue or matter therein, he
          must be indemnified by the corporation against expenses,
          including attorney's fees, actually and reasonably incurred by
          him in connection with the defense.

     (d)  Any indemnification under subsections (a) and (b) unless ordered
          by a court or advanced pursuant to subsection (e), must be made
          by the corporation only as authorized in the specific case upon
          a determination that indemnification of the director, officer,
          employee or agent is proper in the circumstances.  The
          determination must be made:

          (i)       By the stockholders;

          (ii)      By the board of directors by majority vote of a
                    quorum consisting of directors who were not parties
                    to the act, suit or proceeding;

          (iii)     If a majority vote of a quorum consisting of directors who
                    were not parties to the act, suit or proceeding so orders,
                    by independent legal counsel in a written opinion; or

          (iv)      If a quorum consisting of directors who were not
                    parties to the act, suit or proceeding cannot be
                    obtained, by independent legal counsel in a written
                    opinion.

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     (e)  Expenses of officers and directors incurred in defending a civil
          or criminal action, suit or proceeding must be paid by the
          corporation as they are incurred and in advance of the final
          disposition of the action, suit or proceeding, upon receipt of an
          undertaking by or on behalf of the director or officer to repay
          the amount if it is ultimately determined by a court of competent
          jurisdiction that he is not entitled to be indemnified by the
          corporation.  The provisions of this subsection do not affect any
          rights to advancement of expenses to which corporate personnel
          other than directors or officers may be entitled under any
          contract or otherwise by law.

     (f)  The indemnification and advancement of expenses authorized in or
          ordered by a court pursuant to this     section:

          (i)  Does not exclude any other rights to which a  person
               seeking indemnification or advancement of expenses may be
               entitled under the certificate or articles of incorporation
               or any bylaw, agreement, vote of stockholders or
               disinterested directors or otherwise, for either an action
               in his official capacity or an action in another capacity
               while holding his office, except that indemnification,
               unless ordered by a court pursuant to subsection (b) or for
               the advancement of expenses made pursuant to subsection (e)
               may not be made to or on behalf of any director or officer
               if a final adjudication establishes that his acts or
               omissions involved intentional misconduct, fraud or a
               knowing violation of the law and was material to the cause
               of action.

          (ii) Continues for a person who has ceased to be a director,
               officer, employee or agent and inures to the benefit of the
               heirs, executors and administrators of such a person.


ARTICLE XI - PLACE OF MEETING; CORPORATE BOOKS:  Subject to the laws of the
State of Nevada, the shareholders and the Directors shall have power to hold
their meetings, and the Directors shall

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have power to have an office or offices and to maintain the books of the
Corporation outside the State of Nevada, at such place or places as may from
time to time be designated in the By-Laws or by appropriate resolution.

ARTICLE XII - AMENDMENT OF ARTICLES:  The provisions of these Articles of
Incorporation may be amended, altered or repealed from time to time to the
extent and in the manner prescribed by the laws of the State of Nevada, and
additional provisions authorized by such laws as are then in force may be
added.  All rights herein conferred on the directors, officers and
shareholders are granted subject to this reservation.

ARTICLE XIII - INCORPORATOR:  The name and address of the sole incorporator
signing these Articles of Incorporation is as follows:

     NAME                          POST OFFICE ADDRESS

1.   Max C. Tanner            2950 East Flamingo Road, Suite G
                              Las Vegas, Nevada  89121

     IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation this 19th day of November, 1996.

                                   /s/MAX C. TANNER
                                   Max C. Tanner


STATE OF NEVADA     )
                    )ss:
COUNTY OF CLARK     )

     On November 19, 1996, personally appeared before me, a Notary Public,
Max C. Tanner, who acknowledged to me that he executed the foregoing Articles
of Incorporation for Universal Network of America, Inc., a Nevada
corporation.

                                   /s/LISE-LOTTE RUZICKA
                                   Notary Public

[LISE-LOTTE RUZICKA, Notary Public-State of Nevada, appointment recorded in
Clark County, my appointment expires July 25, 2000, 96-3555-1]

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[FILED IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF NEVADA,
NOV 20,
1996, C23926-96]
                   CERTIFICATE OF ACCEPTANCE
                OF APPOINTMENT BY RESIDENT AGENT

IN THE MATTER OF UNIVERSAL NETWORK OF AMERICA, INC.

     I,  Max C. Tanner, do hereby certify that on the 19th day of November,
1996, I accepted the appointment as Resident Agent of the above-entitled
corporation in accordance with Sec. 78.090, NRS 1957.
     Furthermore, that the principal office in this state is located at The
Law Offices of Max C. Tanner, 2950 East Flamingo Road, Suite G, City of Las
Vegas  89121, County of Clark, State of Nevada.
     IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of
November, 1996.
                              MAX C. TANNER


                              By:  /s/MAX C. TANNER
                                   Max C. Tanner, Esq.
                                   Resident Agent

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