ARTICLES OF INCORPORATION
	                   OF
	     RESOLUTION ASSISTANCE CORPORATION


The undersigned person who is eighteen (18) years of 
age or older, acting as incorporator under the provisions of 
Utah's Revised Business Corporation Act (hereinafter referred to 
as the "Act") adopts the following Articles of Incorporation:

	               ARTICLE I

The name of this corporation is Resolution Assistance 
Corporation  (the "corporation").

	              ARTICLE II

The corporation is organized for the purpose of  
engaging in any lawful act or activity for which corporations 
may be organized under the Act.  

	             ARTICLE III

The aggregate number of shares which this corporation 
shall have authority to issue is ten million common shares.

	             ARTICLE IV

The address of the initial registered office of the 
corporation is 470 South 1350 East, Bountiful, Utah  84010.   
The name of the initial registered agent of the corporation at 
that address is Gary R. Henrie. 

	             ARTICLE V

To the fullest extent permitted by the Act or any 
other applicable law as now in effect or as it may hereafter be 
amended, a director of this corporation shall not be personally 
liable to the corporation or its shareholders for monetary 
damages for any action taken or any failure to take any action, 
as a director.

Neither any amendment nor repeal of this Article V, 
nor the adoption of any provision in these Articles of 
Incorporation inconsistent with this Article V, shall eliminate 
or reduce the effect of this Article V in respect of any matter 
occurring, or any cause of action, suit or claim that, but for 
this Article V, would accrue or arise, prior to such amendment, 
repeal or adoption of an inconsistent provision.

	                ARTICLE VI

To the fullest extent permitted by the Act or any 
other applicable law as now in effect or as it may hereafter be 
amended, if any officer or director of this corporation is made 
a party to a proceeding because he is or was an officer or 
director of this corporation, the corporation shall indemnify 
the officer or director against liability incurred in the 
proceeding and advance expenses to the officer or director with 
respect to the proceeding, if:

1.	his conduct was in good faith;

2.	he reasonably believes that his conduct was in, or not 
opposed to the corporation's best interests; and

3.	in the case of any criminal proceeding, he had no 
reasonable cause to believe his conduct was unlawful.  Neither 
any amendment nor repeal of this Article VI, nor the adoption of 
any provision in these Articles of Incorporation with this 
Article VI, shall eliminate or reduce the effect of this Article 
VI in respect of any right to advancement of expenses or 
indemnification arising out of an event occurring prior to such 
amendment, repeal or adoption of an inconsistent provisions.

	               ARTICLE VII

	The name and address of the incorporator of the corporation is 
as follows:  

	 Gary R. Henrie 
	470 South 1350 East
	Bountiful, Utah  84010

IN WITNESS WHEREOF, the undersigned, being the incorporator 
of the corporation, executes these Articles of Incorporation and 
certifies to the truth of the facts as stated herein this 27th 
day of October, 1998. 

INCORPORATOR:


/s/Gary R. Henrie				
Gary R. Henrie   


The appointment of the undersigned as the initial 
registered agent of the corporation is hereby accepted.


/s/Gary R. Henrie				
Gary R. Henrie