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SECRETARY OF STATE
State of Wyoming
The Capitol
Cheyenne, Wyoming 82002-0020

                            * * * * *

                    ARTICLES OF INCORPORATION

                                OF

                    QUINTESSENCE OIL COMPANY      

                            * * * * *

                              FIRST 
          The name of the corporation is QUINTESSENCE OIL
COMPANY.

                             SECOND 
          The principal office of the corporation in the state of
Wyoming is located at 4424 Skylane Ave., Riverton, Wyoming 82501. 
The name and address of its resident agent is Nick Bebout, 4424
Skylane Avenue, Riverton, Wyoming 82501. 

                              THIRD
          The purpose or purposes for which the corporation is
organized:     
               To engage in and carry on any lawful business
     activity or trade, and to engage in the development,
     production and sale of oil and gas.

                              FOURTH
          The number and class of shares which the corporation is
authorized to issue that together have unlimited voting rights
are fifty million (50,000,000) shares of common stock, par value
of $0.00001 per share, and the number and class of shares which
are entitled to receive the net assets of the corporation upon
dissolution are fifty million (50,000,000) shares of common
stock, par value $0.00001 per share.
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                              FIFTH
          The governing board of this corporation shall be known
as directors, and the number of directors may from time to time
be increased or decreased in such manner as shall be provided by
the bylaws of this corporation.

                              SIXTH
          The name and addresses of the incorporator signing the
Articles of Incorporation is as follows:
     NAME                     POST-OFFICE ADDRESS

     Conrad C. Lysiak         West 601 First Avenue
                              Suite 503
                              Spokane, Washington   99204

                             SEVENTH
          Meeting of stockholders may be held outside the State
of Wyoming, if the bylaws so provide.  The books of the
corporation may be kept (subject to any provision contained in
the statutes) outside the State of Wyoming at such place or
places as may be designated from time to time by the directors or
in the bylaws of the corporation.

                              EIGHTH
          This corporation reserves the right to amend alter,
change or repeal any provision contained in the Articles of
Incorporation, in the manner now or hereafter prescribed by
statute, or by the Articles of Incorporation, and all rights
conferred upon stockholders herein are granted subject to this
reservation.
                              NINTH
           Voting rights of the common stock are not cumulative
and the holders of the common stock do not have preemptive rights
to subscribe for any securities of the corporation.



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                              TENTH
          The corporation shall indemnify its officers,
directors, employees and agents to the full extent permitted by
the laws of the State of Wyoming.

          I, THE UNDERSIGNED, being the incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the
laws of the State of Wyoming, do make and file these Articles of
Incorporation, hereby declaring and certifying that the facts
herein stated are true, and accordingly have hereunto set my hand
this 25th day of June, 1996. 


                              /s/ CONRAD C. LYSIAK   
                                   




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SECRETARY OF STATE
State of Wyoming
The Capitol
Cheyenne, Wyoming 82002-0020



                           CONSENT TO 

                 APPOINTMENT BY REGISTERED AGENT

     1.   I, Nick Bebout, voluntarily consent to serve as the
registered agent for QUINTESSENCE OIL COMPANY on the date shown
below.

     2.   The registered agent certifies that he is: (circle one)
          (a)  An individual who resides in this state and whose
               business office is identical with the registered
               office; or
          (b)  A domestic corporation or not-for-profit domestic
               corporation whose business office is identical
               with the registered office; or
          (c)  A foreign corporation or not-for-profit foreign
               corporation authorized to transact business in
               this state whose business office is identical with
               the registered office.

     3.   I know and understand the duties of a registered agent
as set forth in the 1989 Wyoming Business Corporation Act.

          Dated this 25th day of June, 1996.

                              /s/ Nick Bebout