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Glennaire Articles of Incorporation:

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ARTICLES OF INCORPORATION
OF
GLENNAIRE FINANCIAL SERVICES, 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 GLENNAIRE FINANCIAL SERVICES, INC.,
pursuant to the provisions of the Utah Revised Business Corporation
Act.

FIRST: The name of the corporation is GLENNAIRE FINANCIAL
SERVICES, INC. (the "Corporation").

SECOND: The principal office of the Corporation in the State
of Utah is located at 3909 S. Alberly Way, Salt Lake City, Utah
84124-810. The name and address of the registered agent of the
Corporation is Mr. James Barber, 3909 S. Alberly Way, Salt Lake
City, Utah 84124-810. 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 three (3). 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.

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:


___________________________
JAMES BARBER

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
____th day of March, 1999.


_________________________________
JAMES BARBER, Incorporator
3909 S. Alberly Way
Salt Lake City, Utah 84124-810