Attached files

               Articles of Incorporation for a Profit Corporation

          filed  pursuant to ss.  7-102-10 1 and ss.  7-102-102  of the Colorado
Revised Statutes (C.R.S.)

1.   The  domestic  entity  name  for  the  corporation  is:  South  Uintah  Gas
     Properties, Inc.

2.   The principal office address of the corporation's  initial principal office
     is: 7609 Ralston Road, Arvada, Colorado 80002

3.   The registered agent name and registered agent address of the corporation's
     initial  registered agent are: Michael Littman,  7609 Ralston Road, Arvada,
     CO 80002

4.   The true name and mailing address of the incorporator are: Michael Littman,
     7609 Ralston Road, Arvada, CO 80002

5.   The corporation is authorized to issue 100,000,000 common shares that shall
     have unlimited  voting rights and are entitled to receive the net assets of
     the corporation upon dissolution.

        "Any action  required or  permitted by Colorado  Revised  Statutes to be
taken  at a  shareholder  meeting  may  be  taken  without  a  meeting,  if  the
shareholders  holding  shares  having not less than the minimum  number of votes
that would be  necessary  to authorize or take such action at a meeting at which
all of the shares  entitled to vote thereon  were present and voted,  consent to
such action in  writing.  Effectiveness  of such action  shall be as provided in
Colorado  Revised  Statutes  except when the  requirements  of Section 14 of the
Securities  Exchange Act of 1934 specify otherwise.  Record date for determining
shareholders  entitled to take action,  or entitled to be given notice under CRS
7-1 07-1 04 (as it may be amended) is the date the corporation  first receives a
writing upon which the action is taken pursuant to written consent of a majority
of shareholders."