ARTICLES
OF INCORPORATION OF

    SUNRISE
SOLAR CORPORATION

     

    ARTICLE
I

    NAME

    


    The name
of the Corporation shall be Sunrise Solar Corporation.

     

    ARTICLE
II

    PURPOSES

    


    The
purposes for which the Corporation is organized are to transact any and all
lawful business for which corporations may be incorporated under, and exercise
the powers granted by, the General Corporation Law of the State of Nevada, as
the same exists or may hereafter be amended from time to time (the “GCLN”),
within or without the State of  Nevada, and to do such things as may
be incident to, and necessary or appropriate to effect, any and all of the
purposes for which the Corporation is organized.

    


    ARTICLE
III

    DURATION

    


    The
duration of this Corporation shall be in perpetuity, or such maximum period as
may be authorized by the GCLN.

    


    ARTICLE
IV

    AUTHORIZED
CAPITAL

    


    The
Corporation is hereby authorized to issue a total of One Hundred Million
(100,000,000) shares of capital stock which shall be subdivided into classes as
follows:

    


    (a)           One
Hundred Million (100,000,000) shares of the Corporation’s capital stock shall be
denominated as Common Stock, have a par value of $.0001 per share, and have the
rights, powers and preferences set forth in this paragraph. The Holders of
Common Stock shall share ratably, with all other classes of common equity, in
any dividends may be paid with respect to Corporation’s Common Stock, however,
until dividend distributions to the holders of Preferred Stock, if any, have
been paid in accordance with the certificate or certificates of designation
relating to such Preferred Stock. The holders of Common Stock shall share
ratably, with all other classes of common equity, in any assets of the
Corporations that are available for distribution to the holders of common equity
securities of the Corporation upon the dissolution or liquidation of the
Corporation. The holders of Common Stock shall be entitled to cast one vote per
share on all matters that are submitted for a vote of the stockholders. There
are no redemption or sinking fund provisions that are applicable to the Common
Stock of the Corporation. Subject only to the requirements of the General
Corporation Law of Nevada and the foregoing limits, the Board of Directors is
expressly authorized to issue shares of Common Stock without stockholder
approval, at any time and from time to time, to such persons and for such
consideration as the Board of Directors shall deem appropriate under the
circumstances.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (b) Five
Million (5,000,000) shares of the Corporation’s authorized capital stock shall
be denominated as Preferred Stock, par value of $.0001 per share. Shares of
Preferred Stock may be issued from time to time in one or more series as the
Board of Directors, by resolution or resolutions, may from time to time
determine each of said series to be distinctively designated. The voting powers,
preferences and relative, participating, optional and other special rights, and
the qualifications, limitations or restrictions thereof, if any, of each such
series of Preferred Stock may differ from those of any and all other series of
Preferred Stock at any time outstanding, and the Board of Directors is hereby
expressly granted authority to fix or alter, by resolution or resolutions, the
designation, number, voting powers, preferences and relative, participation,
optional and other special rights, and the qualifications, limitations and
restrictions thereof, of each such series of Preferred Stock, including, but
without limiting the generality of the foregoing, the
following:


    


    (i)           The
distinctive designation of, and the number of shares of Preferred Stock that
shall constitute each series of Preferred Stock, which number (except as
otherwise provided by the Board of Directors in the resolution establishing such
series) may be increased or decreased (but not below the number of shares of
such series then outstanding) from time to time by the Board of Directors
without prior approval of the holders of such series;

    


    (ii)           The  rights
in respect of dividends, if any, of such series of Preferred Stock, the extent
of the preference or relation, if any, of such dividends to the dividends
payable on any other classes of capital stock of the Corporation, and whether
such dividends shall be cumulative or noncumulative;

    


    (iii)           The
right, if any, of the holders such series of Preferred Stock to convert the same
into, or exchange the same for, shares of any other class or classes or of any
other series of the same or any other class or classes of capital stock of the
Corporation and the terms and conditions of such conversion or exchange,
including, without limitation, whether or not the number shares of such other
class or series into which shares of such series may be converted or exchanged
shall be adjusted in the event of any stock split, stock dividend, subdivision,
combination, reclassification or other transaction or series of transactions
affecting the class or series into which such series of Preferred Stock may be
converted or exchanged:

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (iv)          Whether
or not shares of such series of Preferred Stock shall be subject to redemption,
and the redemption price or prices and the time or times at which, and the terms
and conditions on which, shares of such series of Preferred Stock may be
redeemed.;

    


    (v)           The
rights, if any, of the holder of such series of Preferred Stock upon the
voluntary or involuntary liquidation, dissolution, or winding up of the
Corporation or in the event of any merger or consolidation of or sale assets by
the Corporation;

    


    (vi)          The
terms of sinking fund or redemption or repurchase account, of any, to be
provided for shares of such series of Preferred Stock;

    


    (vii)         The
voting powers, if any, of the holders of any series of Preferred Stock generally
or with respect to any particular matter, which may be less than, equal to or
greater than one vote per share, and which may, without limiting the generality
of the foregoing, include the right, voting as a series by itself or together
with the holders of any other series of Preferred Stock or all series of
Preferred Stock as a class, to elect one or more Directors of the Corporation
(which without limiting the generality of the foregoing, may include a specified
number or portion of the then-existing number of authorized Directorships of the
Corporation, or a specified number or portion of Directorships in addition to
the then-existing number of authorized Directorships of the Corporation),
generally or under such specific circumstances and on such conditons, as shall
be provided in the resolution or resolutions of the Board of Directors adopted
pursuant hereto; and

    


    (viii)        Such
other powers, preferences and relative, participating, optional and other
special rights, and the qualifications, limitations and restrictions thereof, as
the Board of directors shall determine. Notwithstanding the foregoing and with
the sole exception of shares issued pursuant to those of the Corporation’s stock
option and other employee benefit plans which have been approved by the
stockholders entitled or required by law to vote thereon. Upon the creation of
any new class or series of Preferred Stock of the Corporation, the Board of
Directors shall prepare and file with the records of the Corporation, a
Certificate setting forth the rights and preferences of such class or series of
Preferred Stock, which shall be deemed an amendment to these Amended and
Restated Articles of Incorporation and shall not require the consent of any
stock holder.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c)           In
addition to the Common Stock and Preferred Stock described above, the Board of
Directors is authorized to cause the issuance of any other type of security
(including without limitation, options, rights, warrants, or appreciation rights
relating to any equity or debt security of the Corporation and which may have
rights or preferences junior or senior to any equity or debt security of the
Corporation) from time to time on terms and conditions established in the sole
and complete discretion of the Board of Directors. If and to the extent required
by the General Corporation Law of Nevada, upon the creation of any new class or
series of additional securities of the Corporation, the Board of Directors shall
prepare and file with the records of Corporation a Certificate setting forth the
rights and preferences of such class or series of additional securities of the
Corporation, which Certificate shall be deemed an amendment to these Amended and
Restated Articles of Incorporation and shall not require the consent of any
stockholder.

    


    Except to
the extent that such rights are specifically enumerated in a Certificate setting
forth the rights and preferences of a specific class or series of Preferred
Stock or other securities of the Corporation, no stockholder shall have any
preemptive, preferential or other right, including without limitation with
respect to (i) the issuance or sale of additional Common Stock of the
Corporation, (ii) the issuance or sale of additional Preferred Stock of the
Corporation, (iii) the issuance of any obligation, evidence of indebtedness of
the Corporation which is or may be convertible into or exchangeable for, or
accompanied by any rights to receive, purchase or subscribe to, any shares of
Common Stock, Preferred Stock or other securities of the Corporation, (iv) the
issuance of any right of subscription to, or right to receive, any warrant or
option for the purchase of any Common Stock, Preferred Stock or other securities
of the Corporation, or (v) the issuance or sale of any other equity or debt
securities that may be issued or sold by the Corporation from time to
time.

    


    ARTICLE
V

    


    RIGHTS
AND POWERS OF STOCKHOLDERS

    


    (a)           The
amount of paid-in capital with which this Corporation began business in One
Thousand and no/100 Dollars ($1,000) which has been previously
paid.

    


    (b)           Except
as otherwise fixes pursuant to the provisions of Article IV (b) of these Amended
and Restated Articles of Incorporation relating to the rights of the holders of
any one or more series of Preferred Stock to call a Special or Annual Meeting of
stockholders, Special or Annual Meetings of the stockholders of the Corporation
may be called only by the Board Directors or by the Board Directors at the
written request of the holders of at least fifty percent (50%) of all the shares
entitled to vote at the proposed Annual Meeting. Each such written request of
the stockholders shall specify the purpose or purposes of the proposed Special
or Annual Meeting.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c)           At
any Special or Annual Meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting in accordance
with this Article V. To be properly brought before a meeting, business must be
(a) specified in the notice of meeting (or any supplement thereto) given by or
at the direction of the Board of Directors, (b) otherwise properly brought
before the meeting by a stockholder. For business to be properly brought before
an Annual Meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary Corporation. To be timely, a
stockholder’s notice must be delivered to or mailed and received at the
principal executive offices of the Corporation no less than 60 days nor more
than 90 days prior to the meeting; provided; however that in the event that less
than 70 days’ notice or prior public disclosure of the date of the meeting is
given or made to stockholders, notice by the stockholder to be timely must be so
received not later than the close business on the 10th day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. A stockholder’s notice to the
Secretary shall set forth as to each matter the stockholder proposes to bring
before the annual meeting (a) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (b) the name and address, as they appear on the
Corporation’s books, of the stockholder proposing such business, (c) the number
of shares of the Corporation which are beneficially owned by the stockholder,
and (d) any material interest of the stockholder in such business. To be
properly brought before an Annual Meeting of stockholders, business must have
been specified in the notice of meeting (or supplement thereto) given by or at
the direction of the Board of Directors. Notwithstanding anything in the Bylaws
to the contrary, no business shall be conducted at any Special or Annual Meeting
except in accordance with the procedures set forth in this Article V. The
Chairman of the meeting shall, if the facts warrant, determine and declare to
the meeting that business was not properly brought before the meeting in
accordance with the provisions of this Article V, and if he should so determine,
he shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (d)           Only
persons who are nominated in accordance with the procedures set forth in this
Article V shall be eligible for election as Directors. Nominations of persons
for election to the Board of Directors of the Corporation may be made at a
meeting of stockholders by or at the direction of the Board of Directors or by
any stockholder of the Corporation entitled to vote for the election of
Directors at the meeting who complies with the notice procedures set forth on
this Article V. Such nominations, other than those made by or at the direction
of the Board Directors, shall be made pursuant to timely notice in writing to
the Secretary of the Corporation. TO be timely, a stockholder’s notice shall be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 60 days nor more than 70 days’ notice or prior public
disclosure of the date of the meeting is given or made
to  stockholders, notice by the stockholder to be timely must be so
received not later than the close of business on the 10th day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. Such stockholder’s notice shall set forth (a)
as to each person whom the stockholder proposed to nominate for election or
reelection as a Director, (i) the name, age, business address and residence
address of such person, (ii) the principal occupation or employment of such
person, (iii) the number of shares of the Corporation which are beneficially
owned by such person, and (iv) any other information relating to such person
that is required to be disclosed in solicitations of proxies for election of
Directors, or is otherwise required, in case pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (including without limitation
such persons written consent to being named in the proxy statement as a nomimee
and to serving as a Director if elected); and (b) as to the stockholder giving
the notice (i) the name and address, as they appear on the Corporation’s books,
of such stockholder and (ii) the number of shares of the Corporation which are
beneficially owned by such stockholder. No person shall be eligible for election
as a Director of the Corporation unless nominated in accordance with the
procedures set forth in this Article V. The Chairman of the meeting shall, if
the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance with the procedures prescribed herein, and if he should
so determine, he shall so declare to the meeting and the defective nomination
shall be disregarded.

     

    ARTICLE
VI

    DIRECTORS

    


    (a)           The
business and affairs of the Corporation shall be conducted and managed by, or
under the direction of, the Board of Directors. Except as otherwise provided for
or fixed pursuant to the provisions of Article IV (b) of these Amended and
Restated Articles of Incorporation, relating to the rights of the holders of any
series of the Preferred Stock to elect additional directors, the total number of
directors constituting the entire Board Directors shall not be less than three
(3) nor more than nine (9), with the then-authorized number if directors being
fixed from time to time to solely by or pursuant to a resolution passed by the
Board Directors

    


    (b)           Except
for such Directors, if any, as are elected by the holders of any series of
Preferred Stock separately as a class provided for or fixed pursuant to the
provisions of Article IV (b) of these Amended and Restated Articles of
Incorporation, any director of the Corporation may be removed from office only
by the affirmative vote of the holders of not less than fifty-one percent (51%)
of the votes which could be cast by holders of all outstanding shares of the
capital stock of the Corporation entitled to vote generally in the election of
directors, considered for this purpose as one class.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (c)           The
Board of Directors shall have the power to make, adopt, alter, amend and repeal
from time to time the Bylaws of this Corporation, subject to the right of the
stockholders entitled to vote with respect thereto  to adopt, alter,
amend and repeal the Bylaws; provided, however, that Bylaws shall not be
adopted, altered, amended or repealed by the stockholders of the Corporation
except by the vote of the holders of not less than fifty-one (51%) of the
votes  which could be cast by holders of all outstanding shares of the
capital stock of the Corporation entitled to vote generally in the election of
directors, considered for this purpose as one class

    


    (d)           No
director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages for an act or omission (or an alleged act or
omission) in a director’s  capacity as a director, except that this
Article VI (d) does not eliminate or limit the liability of a director to the
extent the director is found liable for:


    


    (i)           
a breach of a directors duty of loyalty to the Corporation or its
stockholders;

    


    (ii)           an
act or omission not in good faith which constitutes a breach duty of the
director to the Corporation, or an act or omission which involves intentional
misconduct or a knowing violation of the law;

    


    (iii)          a
transaction from which a director received an improper benefit, whether or not
the benefit resulted from an action taken within the scope of the director’s
office; or

    


    (iv)          an
act or omission for which the liability of a director is expressly provided for
by an applicable statute.

    


    If the
GCLN or any other applicable law is amended or adopted to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the Corporation shall be eliminated or limited to
the fullest extent permitted by such law(s), as so amended or adopted. No
amendment to or repeal of this Article VI (d) shall apply to or have any effect
on the liability or alleged liability of any director of the Corporation for or
with respect to any acts or omissions of the director occurring prior to such
amendment or repeal.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (e)           The
Board of Directors shall be divided into three classes, designated Class I,
Class II, and Class III. Each class shall consist, as nearly as may be possible,
of one-third of the total number of directors constituting the entire Board of
Directors. Initially, Class I directors shall be elected for a one-year term, or
until the next annual shareholders meeting, Class II directors for a term until
the second annual shareholders meeting after initial election and Class III
directors for a term until the third annual shareholders meeting after initial
election. At the annual meeting of stockholders beginning in 2004, successors to
the class of directors whose term expires at that annual meeting shall be
elected for a three-year term. If the number of directors is changed, any
increase or decrease shall be apportioned among the classes so as to maintain
the number of directors in each class as nearly equal as possible, and any
additional director of that class elected to fill a vacancy resulting from an
increase in such class shall hold office for a term that shall coincide with the
remaining term of that class, but in no case shall a decrease in the number of
directors shorten the term of any incumbent director. A director shall hold
office until the annual meeting for the year in which his term expires and until
his successor shall be elected and shall qualify, subject, however, to prior
death, resignation, retirement, disqualification or removal from office. Any
vacancy on the Board of Directors or any newly created directorship resulting
from an increase in the number of directors may be filled in any manner
permitted by the GCLN.

    


    (f)           Notwithstanding
the foregoing, whenever, pursuant to the provisions of Article IV (b) of these
Amended and Restated Articles of Incorporation, the holders of any one or more
series of Preferred Stock shall have the right, voting separately as a series or
together with holders of other such series, to elect directors at an annual or
Annual Meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of these Amended and Restated Articles of Incorporation and the
Certificate of Designations applicable thereto, and such directors so elected
shall not be divided into classes pursuant to this Article VI (f) unless
expressly provided by such terms.

    


    (g)           Directors
must be at least 21 years of age and need not to be stockholders. There shall be
no qualifications for directors of the Corporation other than as set forth in
these Amended and Restated Articles of Incorporation.

    


    ARTICLE
VII

    REGISTERED
AGENT AND OFFICE, AND DIRECTORS

    


    The
registered office of the Corporation in the State of Nevada shall be located in
the City and County designated by the Board of Directors and the name and post
office address of the registered agent for service of process at that address
shall also be specified by the Board of Directors.

    


    The
number of directors constituting the current board of directors of the
Corporation is three. The name and address of each of the Corporation’s
directors is:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        
          
            
              
                
                  	
                          Director
      Name

                        	 
      	
                          Address

                        
	
                          Charles
      T. Phillips

                        	 
      	
                          1403
      Oceanside Lane

                          League
      City, Texas 77573

                        
	 	 	 
	
                          Cliff
      Hagler

                        	 
      	
                          1606
      Patterson Road

                          Austin,
      Texas 78733

                        
	 	 	 
	
                          Bruce
      Culver

                        	 
      	
                          7135
      Eckhert Road

                          San
      Antonio, Texas
78238

                        


                

              

            

          

        

      

    

    


    ARTICLE
VIII

    AMENDMENTS
TO ARTICLES OF INCORPORATION

    


    The Corporation reserves the right to
amend, alter, change or repeal any provison contained in these Amended and
Restated Articles of Incorporation, in the manner now or hereafter prescribed by
the GCLN, and all rights conferred upon stockholders by the terms of these
Amended and Restated Articles of Incorporation are granted subject to this
reservation of powers.

    


    Except as otherwise provided for or
fixed pursuant to the provisions of Article IV (b) of these Amended and Restated
Articles of Incorporation relating to the rights of the holders of one or more
series of Preferred Stock, to the extent that the GCLN expressly provides for
separate voting by the holders of shares of any class or series on any proposed
amendment to the Corporation’s Articles of Incorporation , the proposed
amendment shall be adopted upon receiving the affirmative vote of the holders of
at least (i) a majority of the shares within each class or series of shares
entitled to vote thereon as a class and (ii) a majority of the total outstanding
shares entitled to vote thereon. Any other amendment to eh Corporation’s
Articles of Incorporation shall be adopted upon receiving the affirmative vote
of the holders of at least a majority of the outstanding shares entitled to vote
thereon, except as otherwise provided for or or fixed pursuant to the provisions
of Article (IV) (b) of these Amended and Restated Articles of Incorporation
relating to the rights of the holders of one or more series of Preferred
Stock.

    


    ARTICLE
IX

    INDEMNIFICATION

    


    The Corporation may indemnify and
advance expenses to each person who was or is an officer, director, employee or
agent of the Corporation to the fullest extent permitted by the GCLN and the
Bylaws of the Corporation.

    


    The Chairman and Secretary of the
Company hereby certify that these Amended and Restated Articles of Incorporation
were adopted by an affirmative vote of the shareholders of the Company
representing 11,581,151 shares of the 15,236,355 shares outstanding as of May
17, 2004 on this the 14th day of
July, 2004

    


    
      
        	 
      	
                /s/
      Charles T.
Phillips

              
	 
      	
                Chairman

              
	 
      	 
      
	 
      	
                /s/
      Sandra L. Lioney

              
	 
      	
                Secretary