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                CERTIFICATE OF INCORPORATION
                             OF
                    FULTON VENTURES, Inc.

      The undersigned, being a person of full age, do hereby
makes and acknowledge this Certificate of Incorporation  for
the  purpose  of  forming a corporation  under  the  General
Corporation Law of the State of Nevada.

                          ARTICLE I

      The  name of the corporation shall be Fulton Ventures,
Inc.

                         ARTICLE II

     The purpose for which the corporation is organized are:

      (a)  to engage in acquisitions or the acquisitions  or
the acquisitions of suitable enterprises; and

      (b)  to engage in any other lawful enterprise, service
or  activity  for which corporations may be organized  under
the  General  Corporation Law of the  State  of  Nevada,  in
addition to or in lieu of the purposes hereinabove set forth
in paragraph (a) of this article.

                         ARTICLE III

     Duration of the corporation shall be perpetual.

                         ARTICLE IV

      The  corporation  shall have authority  to  issue  25,
000,000 shares of capital stock at a par value of $0.001 per
share.

                          ARTICLE V

      The minimum amount of consideration to be received  by
the  corporation  for its shares before  it  shall  commence
business  is  $1000.00  in cash or  property  of  equivalent
value.

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                         ARTICLE VI

      The  address of the initial registered office  of  the
corporation is :

          Laughlin Associates
          Capital Plaza, Suite 100
          1000 E. William Street
          Carson City, Nevada 89701

      The  name  of  the  initial registered  agent  of  the
corporation at such addr4ess is Laughlin Associates, Inc.

                         ARTICLE VII

      The number of directors constituting the initial board
of  directors shall be one (1) and the name and  address  of
the  person  who  is to serve as director  until  the  first
meeting  of  the  shareholders, or until her  successor   is
elected and qualified is:

          Deborah A. Salerno
          200 E. 90th Street, Suite 26-H
          New York, New York  10128

                        ARTICLE VIII

     The name and address of the incorporator is:

          Charles W. Barkley
          914 Cameron Brown Building
           Charlotte,  Mecklenburg  County,  North  Carolina
28204

                         ARTICLE IX

      The Shareholders shall not have pre-emptive rights  in
any  issues  of capital stock and shall not have  cumulative
voting rights.

      IN  WITNESS WHEREOF, the undersigned, being all of the
incorporators  hereinabove  named,  does  hereby  make  this
Certificate   for  the  purpose  of  forming  a  corporation
pursuant  tot  he General Corporation Laws of the  State  of
Nevada  and  does hereby certify that the facts  hereinabove
set  forth  are  true  ad correct and have  accordingly  set
hereunto my hand and seal this 1st day of September, 1989.



____________________________________
                              Incorporator

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<PAGE>

STATE OF NORTH CAROLINA

COUNTY OF MECKLENBURG

      I,    _______________________________, a Notary Public
in and for Mecklenburg County and State aforesaid, do hereby
certify  that Charles W. Barkley personally appeared  before
me  this  day  and  acknowledged the due  execution  of  the
foregoing Articles of Incorporation.

      WITNESS  my hand and notarial seal, this 15th  day  of
September, 1989.


_________________________________
                              Notary Public

My Commission Expires:


     [NOTARIAL SEAL]



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