ARTICLES OF INCORPORATION
                                     OF
                           WorldNet, Inc. of Nevada

ARTICLE I- This corporation is incorporated pursuant to the laws of the State
of Nevada.

ARTICLE II- The name of this corporation is WorldNet, Inc. of Nevada.

ARTICLE III- The duration of this corporation is perpetual.

ARTICLE VI- The authorized capital structure of this corporation is
$25,000.00.  Pro-rata ownership of the corporation shall be expressed as
ownership of shares of common, capital stock, all shares are of the same class
and have the same rights.

ARTICLE VII- The stock of this corporation shall not be subject to any
assessment to pay the debts of the corporation.  The corporation will not
commence business until $1,000.00 has been received for issuance of stock.

ARTICLE VIII- Pre-emptive rights are denied to stockholders.

ARTICLE IX- In Nevada, the resident agent and principal office of the
corporation is Crowell, Crowell, Crowell & Susich, Ltd, 510 West 4th, Carson
City, Nevada 89701.

ARTICLE X- The governing board shall be styled directors.  Until successors
are elected, appointed, and qualified, the directors and original
incorporations of this corporation, and their respective addresses are set
forth in Schedule A below.

ARTICLE XI- The right to make distributions to stockholders of assets or cash
belonging to the corporation in partial liquidation of the assets of the
corporation without separate stockholder approval, is granted to the
directors.

ARTICLE XII- The right to sell or acquire stock or assets of this corporation
without stockholder approval is granted to the directors.

ARTICLE XIII- The directors are granted the right to determine the number of
shares corporate certificates will be issued in.

Schedule A: (Initial directors and Incorporators)

CARLOW B. POWERS  4316 E. Tropicana Ave Bldg 9 Apt 2, Las Vegas, NV 89121

ELSIE S. POWERS  4316 E. Tropicana Ave Bldg 9 Apt 2, Las Vegas, NV 89121

CHRISTOPHER L. BOUDREAUX  726 So. 900 E., Salt Lake City, UT  84102

/s/ Carlow B. Powers    /s/ Elise S. Powers    /s/ Christopher L. Boudreaux

Subscribed and sworn to before me this 10th day of March, 1986.
/s/Joanne Clinger
Notary Public, residing in: Salt Lake City, Utah
My commission expires: 7/21/87                     
SECRETARY OF STATE OF THE
STATE OF NEVADA
MAR 12 1986
WM. SWACKHAMER SECRETARY OF STATE
/s/ William Swackhamer
No. 1701-86>