STATE OF COLORADO
                                      THIRD
                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                               LIFELONG.COM, INC.

      Pursuant to the provisions of Section  7-110-103 of the Colorado  Business
Corporation  Act, the  undersigned  corporation  hereby  amends and restates its
Articles of  Incorporation.  The Amended and Restated  Articles of Incorporation
were  adopted by the board of directors on April __, 2001 and do not contain any
amendment requiring shareholder approval.

            ARTICLE I

      The name of this corporation shall be:

                              LIFELONG.COM, INC.

      The principal office of the corporation is located at:

            2055 Peel Street, Suite 825, Montreal, Canada H3A1V4

                                   ARTICLE II

      This  corporation  may engage in any activity or business  permitted under
the laws of the State of Colorado, and shall enjoy all the rights and privileges
of a corporation granted by the laws of the State of Colorado.

                  ARTICLE III

      The aggregate number of shares which the corporation  shall have authority
to issue is  100,000,000  shares,  with a par value of $.001 per share,  divided
into  25,000,000  shares  of  Preferred  Stock  (  the  "Preferred  Stock")  and
75,000,000  shares of Common  Stock (the  "Common  Stock".) A  statement  of the
preferences,  privileges,  and  restrictions  granted  to or  imposed  upon  the
respective classes of shares or the holders thereof is as follows:

      A.   Common Stock. The terms of the 75,000,000 shares of Common Stock
           ------------
of the corporation shall be as follows:

            (1) Dividends.  Whenever cash dividends upon the Preferred  Stock of
all series thereof at the time  outstanding,  to the extent of the preference to
which  such  shares  are  entitled,  shall  have  been paid in full for all past
dividend periods, or declared and set apart for payment, such dividends, payable
in cash,  stock,  or otherwise,  as may be determined by the Board of Directors,
may be  declared  by the  Board of  Directors  and paid from time to time to the
holders of the Common Stock out of the  remaining  net profits or surplus of the
corporation.

            (2) Liquidation.  In the event of any liquidation,  dissolution,  or
winding up of the affairs of the corporation,  whether voluntary or involuntary,
all  assets  and funds of the  corporation  remaining  after the  payment to the
holders of the  Preferred  Shares of all series  thereof of the full  amounts to
which they shall be  entitled  as  hereinafter  provided,  shall be divided  and
distributed among the holders of the Common Shares according to their respective
shares.

            (3)  Voting rights.   The Common Stock shall have voting rights.

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      B. Preferred  Stock.  Prior to the issuance of any of the Preferred Stock,
the Board of Directors  shall determine the number of Preferred Stock to then be
issued from the 25,000,000 shares authorized, and such shares shall constitute a
series  of the  Preferred  Stock.  Such  series  shall  have  such  preferences,
limitations,  and relative  rights as the Board of Directors shall determine and
such series shall be given a distinguishing designation.  Each share of a series
shall have preferences, limitations, and relative rights identical with those of
all other shares of the same series.  Except to the extent otherwise provided in
the Board of  Directors'  determination  of a series,  the Stock of such  series
shall have  preferences,  limitations,  and relative  rights  identical with all
other  series of the  Preferred  Stock.  Preferred  Stock may have  dividend  or
liquidation  rights  which are prior  (superior  or senior) to the  dividend and
liquidation  rights  and  preferences  of the  Common  Stock.  Any series of the
Preferred Stock may have voting rights.

                                   ARTICLE IV

      The corporation is to have perpetual existence.

                                    ARTICLE V

      The business and property of the  corporation  shall be managed by a Board
of Directors of not fewer than one (1) member,  who shall be natural  persons of
full age, and who shall be elected  annually by the  shareholders  having voting
rights,  for the term of one  year,  and shall  serve  until  the  election  and
acceptance  of their  duly  qualified  successors.  In the event of any delay in
holding,  or adjournment of, or failure to hold an annual meeting,  the terms of
the sitting directors shall be automatically  continued indefinitely until their
successors  are elected and  qualified.  Directors  need not be residents of the
State of Colorado nor shareholders. Any vacancies, including vacancies resulting
from an  increase  in the  number  of  directors,  may be filled by the Board of
Directors,  though  less than a quorum,  for the  unexpired  term.  The Board of
Directors  shall have full  power,  and it is hereby  expressly  authorized,  to
increase or decrease the number of directors from time to time without requiring
a vote of the  shareholders.  Any director or  directors  may be removed with or
without cause by the shareholders at a meeting called for such purpose.

                                   ARTICLE VI

      This corporation,  and any or all of the shareholders of this corporation,
may from time to time enter into such agreements as they deem expedient relating
to the shares of stock held by them and  limiting the  transferability  thereof;
and thereafter any transfer of such shares shall be made in accordance  with the
provisions of such  agreement,  provided that before the actual transfer of such
shares on the books of the  corporation,  written notice of such agreement shall
be given to this  corporation by filing a copy thereof with the secretary of the
corporation  and a reference  to such  agreement  shall be  stamped,  written or
printed upon the certificate  representing such shares,  and the By-Laws of this
corporation may likewise include provisions for the making of such agreement, as
aforesaid.

                                   ARTICLE VII

      The private property of the  shareholders of the corporation  shall not be
subject to the payment of the corporation's debts to any extent whatever.

                                  ARTICLE VIII

      The corporation  hereby  designates,  as its Registered  Agent, and as its
Resident Agent to accept service of process within the State:

                        CT Corporation System
                        1675 Broadway
                        Denver, CO 80202

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                                   ARTICLE IX

      The following indemnification provisions shall be deemed to be contractual
in nature and not subject to retroactive removal or reduction by amendment.

      (a) This corporation shall indemnify any director 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 or criminal,  judicial,  administrative  or
investigative,  by  reason  of the fact that  he/she  is or was  serving  at the
request  of this  corporation  as a  director  or  officer  or member of another
corporation,  partnership,  joint venture,  trust, or other enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines, and amounts paid in
settlement,  actually and reasonably incurred by him/her in connection with such
action,  suit or proceeding,  including any appeal  thereof,  if he/she acted in
good faith or in a manner  he/she  reasonably  believed to be in, or not opposed
to, the best  interests  of this  corporation,  and with respect to any criminal
action or  proceeding,  if he/she had no  reasonable  cause to  believe  his/her
conduct was unlawful.  However, with respect to any action by or in the right of
this corporation to procure a judgment in its favor, no indemnification shall be
made in  respect  of any  claim,  issue,  or matter as to which  such  person is
adjudged  liable for negligence or misconduct in the performance of his/her duty
to the corporation  unless, and only to the extent that, the court in which such
action  or suit  was  brought  determines,  on  application,  that  despite  the
adjudication  of  liability,  such person is fairly and  reasonably  entitled to
indemnity  in view of all the  circumstances  of the  case.  Termination  of any
action, suit or proceeding by judgment,  order, settlement,  conviction, or in a
plea of nolo  contendere  or its  equivalent,  shall not,  of  itself,  create a
presumption  that the party did not meet the  applicable  standard  of  conduct.
Indemnification hereunder may be paid by the corporation in advance of the final
disposition of any action,  suit or proceeding,  on a preliminary  determination
that the director,  officer,  employee or agent met the  applicable  standard of
conduct.

      (b) The  corporation  shall also indemnify any director or officer who has
been successful on the merits or otherwise,  in defense of any action,  suit, or
proceeding,  or in defense of any claim,  issue, or matter therein,  against all
expenses, including attorneys' fees, actually and reasonably incurred by him/her
in connection therewith,  without the necessity of an independent  determination
that such director or officer met any appropriate standard of conduct.

      (c) The  indemnification  provided  for herein  shall  continue  as to any
person  who has  ceased to be a  director  or  officer,  and shall  inure to the
benefit of the heirs, executors, and administrators of such persons.

      (d)  In  addition  to  the   indemnification   provided  for  herein,  the
corporation  shall  have  power to make any  other or  further  indemnification,
except an indemnification against gross negligence or willful misconduct,  under
any  resolution  or agreement  duly adopted by the Board of  Directors,  or duly
authorized by a majority of the shareholders.

                                    ARTICLE X

      No  director  of  the  corporation  shall  be  personally  liable  to  the
corporation  or its  shareholders  for monetary  damages for breach of fiduciary
duty as a director;  provided,  that the foregoing clause shall not apply to any
liability  of a  director  for  any  action  for  which  the  Colorado  Business
Corporation Act proscribes this limitation and then only to the extent that this
limitation is specifically proscribed.

                                   ARTICLE XI

      In furtherance, and not in limitation, of the powers conferred by the laws
of the State of Colorado, the Board of Directors is expressly authorized:

      (a) To make,  alter,  amend,  and repeal the  By-Laws of the  corporation,
subject  to the power of the  holders  of stock  having  voting  power to alter,
amend, or repeal the By-Laws made by the Board of Directors.

      (b) To  determine  and fix the value of any property to be acquired by the
corporation  and  to  issue  and  pay  in  exchange  therefore,   stock  of  the
corporation;  and the judgment of the directors in determining  such value shall
be conclusive.


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      (c) To  set  apart  out of any  funds  of the  corporation  available  for
dividends,  a reserve or reserves  for working  capital or for any other  lawful
purposes,  and also to abolish  any such  reserve in the same manner in which it
was created.

      (d) To determine from time to time whether and to what extent, and at what
time and places,  and under what  conditions  and  regulations  the accounts and
books of the corporation,  or any of the books,  shall be open for inspection by
the shareholders and no shareholder  shall have any right to inspect any account
or book or document of the  corporation  except as  conferred by the laws of the
State of Colorado,  unless and until  authorized  to do so by  resolution of the
Board of Directors or of the shareholders.

      (e) The Board of Directors may, by resolution, provide for the issuance of
stock certificates to replace lost or destroyed certificates.

                                   ARTICLE XII

      If the By-Laws so provide,  the shareholders and the Board of Directors of
the corporation  shall have the power to hold their meetings,  to have an office
or offices, and to keep the books of the corporation,  subject to the provisions
of the laws of the State of  Colorado,  outside  of said  state at such place or
places as may be designated from time to time by the Board of Directors.

      The  corporation  may,  in its  By-Laws,  confer  powers upon the Board of
Directors in addition to those granted by these Articles of  Incorporation,  and
in addition to the powers and  authority  expressly  conferred  upon them by the
laws of the State of Colorado.

      Election of directors need not be by ballot unless the By-Laws so provide.

      Directors  shall be entitled to  reasonable  fees for their  attendance at
meetings of the Board of Directors.

                                  ARTICLE XIII

      In case the corporation  enters into contracts or transacts  business with
one or more of its  directors,  or with  any  firm of  which  one or more of its
directors are members, or with any other corporation or association of which one
or  more  of its  directors  are  shareholders,  directors,  or  officers,  such
contracts or transactions shall not be invalidated or in any way affected by the
fact that such director or directors have or may have an interest  therein which
is or might be adverse to the interest of this  corporation,  provided that such
contracts or transactions are in the usual course of business.

      In the absence of fraud,  no contract or other  transaction  between  this
corporation  and any other  corporation or any individual or firm,  shall in any
way be affected or  invalidated  by the fact that any of the  directors  of this
corporation  is interested in such contract or  transaction,  provided that such
interest shall be fully  disclosed or otherwise  known to the Board of Directors
in the  meeting of such Board at which time such  contract  or  transaction  was
authorized or confirmed, and provided,  however, that any such directors of this
corporation who are so interested may be counted in determining the existence of
a quorum at any  meeting of the Board of  Directors  of this  corporation  which
shall authorize or confirm such contract or  transaction,  and any such director
may vote thereon to authorize  any such  contract or  transaction  with the like
force and  effect  as if he were not such  director  or  officer  of such  other
corporation or not so interested.

                                   ARTICLE XIV

      The corporation  reserves the right to amend,  alter, change or repeal any
provision  contained  in these  Articles of  Incorporation  in the manner now or
hereafter  prescribed  by law, and all rights and powers  conferred  herein upon
shareholders, directors and officers are subject to this reserved power.


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      Dated:                        LIFELONG.COM, INC.

                              By:

                              Print Name:___________________________
                              Title:_________________________________


                            ACCEPTANCE OF DESIGNATION

      Having  been  named to accept  service  of  process  for the above  stated
corporation,  at the place designated,  I hereby accept to act in this capacity,
and agree to comply with the  provisions of State of Colorado  Law,  relative to
keeping open said office.

                                          CT Corporation System

                                                      By:


                                          Print Name: _______________________

                                          Title: ____________________________