<DOCUMENT>
<TYPE>EX-3.(I)
<SEQUENCE>3
<FILENAME>articlesofinc.txt
<TEXT>
                           ARTICLES OF INCORPORATION

                                       OF

                           BEAR LAKE RECREATION, INC.


         The undersigned natural person, acting as incorporator of the
corporation under the Nevada Revised Statutes, adopts the following Articles of
Incorporation for such corporation.

                                    ARTICLE I

          Name.  The name of the  corporation  is "Bear Lake  Recreation,  Inc."
     (hereinafter, the "Corporation").


                                   ARTICLE II

          Period of  Duration.  The period of  duration  of the  Corporation  is
     perpetual.


                                   ARTICLE III

          Purposes  and  Powers.  The  purpose  for  which  the  Corporation  is
     organized is to engage in any and all lawful business.

                                   ARTICLE IV

          Capitalization.  The  Corporation  shall have the  authority  to issue
     50,000,000  shares of common  voting  stock  having a par value of one mill
     ($0.001) per share.  All stock of the  Corporation  shall not be liable for
     further call or assessment.  The  authorized  shares shall be issued at the
     discretion of the Board of Directors of the Corporation.

                                    ARTICLE V

          Initial  Resident Agent. The initial resident agent of the Corporation
     shall be CSC Services of Nevada, Inc.

                                   ARTICLE VI

          Directors.  The Corporation  shall be governed by a Board of Directors
     consisting  of  no  less  than  two  directors.  The  number  of  directors
     constituting  the initial Board of Directors is two and the name and street
     address of the persons who shall serve as directors until their  successors
     are elected and qualified are, to-wit:

                  Steven D. Moulton
                  4848 South Highland Drive, #353
                  Salt Lake City, UT  84117

                  Collette Hicken
                  154 East Oliveberry Lane
                  Draper City, UT  84020
<PAGE>

                                   ARTICLE VII

          Incorporator.  The name and  street  address of the  incorporator  is:


                  Steven D. Moulton
                  4848 South Highland Drive, #353
                  Salt Lake City, UT  84117

                                  ARTICLE VIII

          Control Share  Acquisitions.  The provisions of NRS 78.378 to 78.3793,
     inclusive, are not applicable to the Corporation.

                                   ARTICLE IX

          Indemnification  of Directors and Executive  Officers.  To the fullest
     extent  allowed  by  law,  the  directors  and  executive  officers  of the
     Corporation shall be entitled to  indemnification  from the Corporation for
     acts and omissions taking place in connection with their activities in such
     capacities.


                                                   Steven D. Moulton

                                                   /S/ STEVEN D. MOULTON
STATE OF UTAH              )
                                    :ss
COUNTY OF SALT LAKE        )

     On the 22 day of October,  1998,  personally  appeared  before me Steven D.
Moulton,  who duly  acknowledged  to me that he is the  person  who  signed  the
foregoing instrument as incorporator;  that he has read the foregoing instrument
and knows the contents  thereof;  and that the contents  thereof are true of his
personal knowledge. Notary Public

                                                     /S/ SUSAN W. TAPP


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