EXHIBIT 3.1

                            ARTICLES OF INCORPORATION
                                       OF
                          MORGAN CLARK MANAGEMENT, INC.

The undersigned, a natural person at least eighteen years old, does hereby act
as incorporator in adopting the following Articles of Incorporation for the
purpose of organizing the business corporation hereinafter named MORGAN CLARK
MANAGEMENT, INC., pursuant to the provisions of the Utah Revised Business
Corporation Act.

FIRST: The name of the corporation is MORGAN CLARK MANAGEMENT, INC. (the
"Corporation").

SECOND: The principal office of the Corporation in the State of Utah is located
at 935 E. 7220 South, Ste. D-103, Midvale, Utah 84047. The name and address of
the registered agent of the Corporation is Mr. James Barber, 935 E. 7220 South,
Ste. D-103, Midvale, Utah 84047. The registered office of the Corporation is 935
E. 7220 South, Ste. D-103, Midvale, Utah 84047. The name and address of the
first Director and Incorporator is Mr. James Barber, 935 E. 7220 South, Ste.
D-103, Midvale, Utah 84047. The signature of the said registered agent is set
forth in the last Article of these Articles of Incorporation.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity
for which a corporation may be organized under the Utah Revised Business
Corporation Act and the duration of the Corporation shall be perpetual.

FOURTH: The following provisions are inserted for the management of the business
and the conduct of the affairs of the Corporation, and for further definition,
limitation and regulation of the powers of the Corporation and of its directors
and stockholders:

A. The governing board of this Corporation shall be known as the board of
directors (the "Board of Directors" or the "Board") and its members all be known
as directors, and the number of directors may from time to time be increased or
decreased by resolution of the Board of Directors, provided that the number of
directors shall not be reduced to less than one (1). The Board of Directors
shall be divided into three classes, as nearly equal in number as possible, and
the term of office for each respective class of directors shall be so arranged
that the term of office of directors of one class shall expire at each
successive annual meeting of stockholders, and in all cases as to each director
until their successor shall be elected and shall qualify, or until his earlier
resignation, removal from office, death or incapacity. At each annual meeting of
stockholders after the first annual meeting, the number of directors equal to
the number of directors of the class whose term expires at the time of such
meeting (or such greater or lesser number as would be required by an increase or
decrease in the size of the Board of Directors) shall be elected to hold office
until the third succeeding annual meeting of stockholders after their election.
This Article FOURTH may not be amended or repealed without the affirmative vote
of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of
the shares entitled to vote thereon.




B. Special meetings of stockholders of the Corporation may be called only by the
Chairman of the Board or the President or by the Board of Directors acting
pursuant to a resolution adopted by a majority of the Whole Board. For purposes
of these Articles of Corporation, the term "Whole Board" shall mean the total
number of authorized directors whether or not there exists any vacancies in
previously authorized directorships.

FIFTH: A. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is One Hundred Forty Million
(140,000,000), consisting of One Hundred million (100,000,000) shares of common
stock, par value one-tenth of one cent ($0.001) per share (the "Common stock")
and Forty million (40,000,000) shares of preferred stock, par value one-tenth of
one cent ($0.001) per share (the "Preferred Stock").

B. COMMON STOCK. The shares of Common Stock shall have no pre-emptive or
preferential rights of subscription concerning further issuance or authorization
of any securities of the Corporation. Each share of Common Stock shall entitle
the holder thereof to one vote, in person or by proxy. The holders of the Common
Stock shall be entitled to receive dividends if, as and when declared by the
Board of Directors.

     The Common Stock may be issued from time to time in one or more series and
shall have such other relative, participant, optional or special rights,
qualifications, limitations or restrictions thereof as shall be stated and
expressed in the resolution or resolutions providing for the issuance of such
Common Stock from time to time adopted by the Board of Directors pursuant to
authority so to adopt which is hereby vested in the Board of Directors.

C. PREFERRED STOCK. The Preferred Stock may be issued from time to time in one
or more series and (a) may have such voting powers, full or limited, or may be
without voting powers; (b) may be subject to redemption at such time or times
and at such prices; (c) may be entitled to receive dividends (which may be
cumulative or non-cumulative) at such rate or rates, on such conditions, and at
such times, and payable in preference to, or in such relation to, the dividends
payable on any other class or classes or series of stock; (d) may have such
rights upon the dissolution of, or upon any distribution of the assets of, the
Corporation; (e) may be made convertible into, or exchangeable for, shares of
any other class or classes or of any other series of the same or any other class
or classes of stock of the Corporation, at such price or prices or at such rates
of exchange, and with such adjustments and (f) shall have such other relative,
participating, optional or special rights, qualifications, limitations or
restrictions thereof as shall hereafter be stated and expressed in the
resolution or resolutions providing for the issuance of such Preferred Stock
from time to time adopted by the Board of Directors pursuant to authority so to
do which is hereby vested in the Board of Directors.

At any time from time to time when authorized by resolution of the Board of
Directors and without any action by its shareholders, the Corporation may issue
or sell any shares of its stock of any Class or series, whether out of the
unissued shares thereof authorized by these Articles of Incorporation, as
amended, or out of shares of its stock acquired by it after the issue thereof,
and whether or not the shares thereof so issued or sold shall confer upon the
holders thereof the right to exchange or convert such shares for or into other
shares of stock of the Corporation of any class or classes or any series
thereof. When similarly authorized, but without any action by its shareholders,
the Corporation may issue or grant rights, warrants or options, in bearer or
registered or such other form as the Board of Directors may determine, for the
purchase of shares of the stock of any class or series of the Corporation within
such period of time, or without limit as to time, of such aggregate number of
shares, and at such price per share, as the Board of Directors may determine.
Such rights, warrants or options may be issued or granted separately or in
connection with the issue of any bonds, debentures, notes, obligations or other
evidences of indebtedness or shares of the stock of any class or series of the
Corporation and for such consideration and on such terms and conditions as the
Board of Directors, in its sole discretion, may determine. In each case, the
consideration to be received by the Corporation for any such shares so issued or
sold shall be such as shall be fixed from time to time by the Board of
Directors.

D. The capital stock, after the amount of the subscription price, or par value,
has been paid in, shall not be subject to assessment.

E. No holder of shares of stock of the Corporation shall be entitled as of right
to purchase or subscribe for any part of any unissued stock of this Corporation
or of any new or additional authorized stock of the Corporation of any class
whatsoever, or of any issue of securities of the Corporation convertible into
stock, whether such stock or securities be issued for money or for a
consideration other than money or by way of dividend, but any such unissued




stock or such new or additional authorized stock or such securities convertible
into stock may be issued and disposed of to such persons, firms, corporations
and associations, and upon such terms as may be deemed advisable by the Board of
Directors without offering to stockholders of record or any class of
stockholders upon the same terms or upon any terms.

SIXTH: A. Subject to the rights of the holders of any series of Preferred Stock
to elect additional directors under specified circumstances, the number of
directors shall be fixed from time to time exclusively by the Board of Directors
pursuant to a resolution adopted by a majority of the Whole Board. The first
Director shall be the undersigned incorporator.

     B. Subject to the rights of the holders of any series of Preferred Stock
then outstanding, newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause shall, unless otherwise provided by law or by resolution
of the Board of Directors, be filled only by a majority vote of the directors
then in office, though less than a quorum, and directors so chosen shall hold
office for a term expiring at the annual meeting of stockholders at which the
term of office of the class to which they have been chosen expires. No decrease
in the authorized number of directors shall shorten the term of any incumbent
director.

     C. Advance notice of stockholder nominations for the election of directors
and of business to be brought by stockholders before any meeting of the
stockholders of the Corporation shall be given in the manner provided in the
by-laws of the Corporation.

     D. Subject to the rights of the holders of any series of Preferred Stock
then outstanding, any directors, or the entire Board of Directors, may be
removed from office at any time, but only for cause and only by the affirmative
vote of the holders at least fifty percent (50%) of the voting power of all of
the then-outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class.

SEVENTH: The Board of Directors is expressly empowered to adopt, amend or repeal
by-laws of the Corporation. Any adoption, amendment or repeal of the by-laws of
the Corporation by the Board of Directors shall require the approval of a
majority of the Whole Board. The stockholders shall also have power to adopt,
amend or repeal the by-laws of the Corporation; provided, however, that, in
addition to any vote of the holders of any class or series of stock of the
Corporation required by law or by these Articles of Corporation, the affirmative
vote of the holders of at least fifty percent (50%) of the voting power of all
of the then-outstanding shares of the capital stock of the Corporation entitled
to vote generally in the election of directors, voting together as a single
class, shall be required to adopt, amend or repeal any provision of the by-laws
of the Corporation.

EIGHTH: The Corporation reserves the right to amend or repeal any provision
contained in these Articles of Incorporation in the manner prescribed by the
laws of the State of Utah and all rights conferred upon stockholders are granted
subject to this reservation; provided, however, that, notwithstanding any other
provision of these Articles of Incorporation or any provision of law that might
otherwise permit a lesser vote or no vote, but in addition to any vote of the
holders of any class or series of the stock of this Corporation required by law
or by these Articles of Incorporation, the affirmative vote of the holders of at
least sixty-six and two-thirds percent (66-2/3%) of the voting power of all the
then-outstanding shares of the capital stock of the Corporation entitled to vote
generally in the election of Directors, voting together as a single class, shall
be required to amend or repeal this Article EIGHTH, Article SIXTH, Article
SEVENTH, or Article NINTH.

NINTH: The Board of Directors of the Corporation, when evaluating any offer of
another party to (a) make a tender or exchange offer for any equity security of
the Corporation, (b) merge or consolidate the Corporation with another
corporation or (c) purchase or otherwise acquire all or substantially all of the
properties and assets of the Corporation, may, in connection with the exercise
of its judgment in determining what is in the best interests of the Corporation
and its stockholders, give due consideration to (i) all relevant factors,
including without limitation the social, legal, environmental and economic
effects on the employees, customers, suppliers and other affected persons, firms
and corporations, and on the communities and geographical areas in which the
Corporation and its subsidiaries operate or are located and on any of the
businesses and properties of the Corporation or any of its subsidiaries, as well



as such other factors as the directors deem relevant, (ii) not only the
financial consideration being offered in relation to the then current market
price for the Corporation's outstanding shares of capital stock, but also in
relation to the then current value of the Corporation in a freely negotiated
transaction and in relation to the Board of Directors' estimate of the future
value of the Corporation (including the unrealized value of its properties and
assets) as an independent going concern, and (iii) the obligations of the
Corporation, and any of its subsidiaries, to provide stable, reliable services
on a continuing or long term basis.

TENTH: A director or officer of the Corporation shall have no personal liability
to the Corporation or its stockholders for damages for breach of fiduciary duty
as a director or officer, except for (a) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law; or (b) the payment
of dividends in violation of the applicable statutes of Utah. If the Utah
Revised Business Corporation Act is amended after approval by the stockholders
of this Article TENTH to authorize corporate action further eliminating or
limiting the personal liability of directors or officers, the liability of a
director or officer of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Utah General Corporation Law, as so amended from
time to time. No repeal or modification of this Article TENTH by the
stockholders shall adversely affect any right or protection of a director or
officer of the Corporation existing by virtue of this Article TENTH at the time
of such repeal or modification.

ELEVENTH: A. The Corporation shall indemnify and hold harmless any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he or she is or was or has agreed
to become a director or officer of the Corporation or is serving at the request
of the Corporation as a director or officer of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise or by reason of
actions alleged to have been taken or omitted in such capacity or in any other
capacity while serving as a director or officer. The indemnification of
directors and officers by the Corporation shall be to the fullest extent
authorized or permitted by applicable law, as such law exists or may hereafter
be amended (but only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than permitted prior to the
amendment). The indemnification of directors and officers shall be against all
loss, liability and expense (including attorneys fees, costs, damages,
judgments, fines, amounts paid in settlement and ERISA excise taxes or
penalties) actually and reasonably incurred by or on behalf of a director or
officer in connection with such action, suit or proceeding, including any
appeal; provided, however, that with respect to any action, suit or proceeding
initiated by a director or officer, the Corporation shall indemnify such
director or officer only if the action, suit or proceeding was authorized by the
Board of Directors of the Corporation, except with respect to a suit for the
enforcement of rights to indemnification or advancement of expenses in
accordance with Section C below.

     B. The expenses of directors and officers incurred as a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative shall be paid by the Corporation as
they are incurred and in advance of the final disposition of the action, suit or
proceeding; provided, however, that if applicable law so requires, the advance
payment of expenses shall be made only upon receipt by the Corporation of an
undertaking by or on behalf of the director or officer to repay ail amounts so
advanced in the event that it is ultimately determined by a final decision,
order or decree of a court of competent jurisdiction that the director or
officer is not entitled to be indemnified for such expenses under this Article
ELEVENTH.

     C. Any director or officer may enforce his or her rights to indemnification
or advance payments for expenses in a suit brought against the Corporation if
his or her request for indemnification or advance payments for expenses is
wholly or partially refused by the Corporation or if there is no determination
with respect to such request within 60 days from receipt by the Corporation of a
written notice from the director or officer for such a determination. If a
director or officer is successful in establishing in a suit his or her
entitlement to receive or recover an advancement of expenses or a right to
indemnification, in whole or in part, he or she shall also be indemnified by the
Corporation for costs and expenses incurred in such suit. It shall be a defense
to any such suit (other than a suit brought to enforce a claim for the
advancement of expenses under Section B of this Article ELEVENTH where the
required undertaking, if any, has been received by the Corporation) that the
claimant has not met the standard of conduct set forth in the Utah Revised
Business Corporation Act. Neither the failure of the Corporation to have made a
determination prior to the commencement of such suit that indemnification of the
director or officer is proper in the circumstances because the director or
officer has met the applicable standard of conduct nor a determination by the
Corporation that the director or officer has not met such applicable standard of
conduct shall be a defense to the



suit or create a presumption that the director or officer has not met the
applicable standard of conduct. In a suit brought by a director or officer to
enforce a right under this Section C or by the Corporation to recover and
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that a director or officer is not entitled to be indemnified or is not
entitled to an advancement of expenses under this Section C or otherwise, shall
be on the Corporation.

     D. The right to indemnification and to the payment of expenses as they are
incurred and in advance of the final disposition of the action, suit or
proceeding shall not be exclusive of any other right to which a person may be
entitled under these Articles of Incorporation or any by-law, agreement,
statute, vote of stockholders or disinterested directors or otherwise. The right
to indemnification under Section A above shall continue for a person who has
ceased to be a director or officer and shall inure to the benefit of his or her
heirs, next of kin, executors, administrators and legal representatives.

     E. The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any loss, liability or expense, whether or not the Corporation would
have the power to indemnify such person against such loss, liability or expense
under the Utah General Corporation Law.

     F. The Corporation shall not be obligated to reimburse the amount of any
settlement unless it has agreed to such settlement. If any person shall
unreasonably fail to enter into a settlement of any action, suit or proceeding
within the scope of Section A above, offered or assented to by the opposing
party or parties and which is acceptable to the Corporation, then,
notwithstanding any other provision of this Article ELEVENTH, the
indemnification obligation of the Corporation in connection with such action,
suit or proceeding shall be limited to the total of the amount at which
settlement could have been made and the expenses incurred by such person prior
to the time the settlement could reasonably have been effected.

     G. The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification and to the advancement of
expenses to any employee or agent of the Corporation or to any director,
officer, employee or agent of any of its subsidiaries to the fullest extent of
the provisions of this Article ELEVENTH subject to the imposition of any
conditions or limitations as the Board of Directors of the Corporation may deem
necessary or appropriate.

TWELFTH: In the event of a conflict between the terms of these Articles of
Incorporation and the By-Laws of the Corporation, the terms and provisions of
these Articles of Incorporation shall govern.

THIRTEENTH: The signature of the aforesaid registered agent of the corporation
is as follows:

                               /s/ James Barber
                               -----------------------------
                               JAMES BARBER
                               935 E. 7220 South, Ste. D-103
                               Midvale, Utah 84047

THE UNDERSIGNED, being the incorporator of this Corporation, for the purpose of
adopting these Articles of Incorporation under the laws of the State of Utah do
make, file and record these Articles of Incorporation, do certify that the facts
herein stated are true, and, accordingly, have hereto set my hand and seal this
 3 day of June, 1999.
- ---

/s/ James Barber
- ------------------------------------
JAMES BARBER, Incorporator, Director
935 E. 7220 South, Ste. D-103,
Midvale, Utah 84047