AMENDED
AND RESTATED ARTICLES OF INCORPORATION


OF


NOBLE
QUESTS, INC.




ARTICLE
I


NAME




The name
of the Corporation shall be:  NOBLE QUESTS, INC.




ARTICLE
II


PERIOD
OF DURATION




The
Corporation shall continue in existence perpetually unless sooner dissolved
according to law.




ARTICLE
III


PURPOSES
AND POWERS




The
purpose for which said Corporation is formed and the nature of the objects
proposed to be transacted and carried on by it is to engage in any and all other
lawful activity as provided by the laws of the State of Nevada.




ARTICLE
IV


AUTHORIZED
SHARES




The total
number of shares of all classes of capital stock which the corporation shall
have authority to issue is 60,000,000 shares.  Stockholders shall not have
any preemptive rights, nor shall stockholders have the right to cumulative
voting in the election of directors or for any other purpose.  The classes
and the aggregate number of shares of stock of each class which the corporation
shall have authority to issue are as follows:




(a)
              50,000,000
      shares of common stock, $0.001 par value ("Common
  Stock");




(b)
              10,000,000
      shares of preferred stock, $0.001 par value ("Preferred
      Stock").




The
Preferred Stock may be issued from time to time in one or more series, with such
distinctive serial designations as may be stated or expressed in the resolution
or resolutions providing for the issue of such stock adopted from time to time
by the Board of Directors; and in such resolution or resolutions providing for
the issuance of shares of each particular series, the Board of Directors is also
expressly authorized to fix: the right to vote, if any; the consideration for
which the shares of such series are to be issued; the number of shares
constituting such series, which number may be increased (except as otherwise
fixed by the Board of Directors) or decreased (but not below the number of
shares thereof then outstanding) from time to time by action of the Board of
Directors; the rate of dividends upon which and the times at which dividends on
shares of such series shall be payable and the preference, if any, which such
dividends shall have relative to dividends on shares of any other class or
classes or any other series of stock of the corporation; whether such dividends
shall be cumulative or noncumulative, and if cumulative, the date or dates from
which dividends on shares of such series shall be cumulative; the rights, if
any, which the holders of shares of such series shall have in the event of any
voluntary or involuntary liquidation, merger, consolidation, distribution or
sale of assets, dissolution or winding up of the affairs of the corporation; the
rights, if any, which the holders of shares of such series shall have to convert
such shares into or exchange such shares for shares of any other class or
classes or any other series of stock of the corporation or for any debt
securities of the corporation and the terms and conditions, including price and
rate of exchange, of such conversion or exchange; whether shares of such series
shall be subject to redemption, and the redemption price or prices and other
terms of redemption, if any, for shares of such series including, without
limitation, a redemption price or prices payable in shares of Common Stock; the
terms and amounts of any sinking fund for the purchase or redemption of shares
of such series; and any and all other designations, preferences, and relative,
participating, optional or other special rights, qualifications, limitations or
restrictions thereof pertaining to shares of such series' permitted by
law.





The Board
of Directors of the Corporation may from time to time authorize by resolution
the issuance of any or all shares of the Common Stock and the Preferred Stock
herein authorized in accordance with the terms and conditions set forth in these
Articles of Incorporation for such purposes, in such amounts, to such persons,
corporations or entities, for such consideration, and in the case of the
Preferred Stock, in one or more series, all as the Board of Directors in its
discretion may determine and without any vote or other action by the
stockholders, except as otherwise required by law.  The capital stock,
after the amount of the subscription price, or par value, has been paid in shall
not be subject to assessment to pay the debts of the corporation.




ARTICLE
V


ACQUISITION
OF CONTROLLING INTEREST




The
Corporation elects not to be governed by the terms and provisions of Sections
78.378 through 78.3793, inclusive, of the Nevada Revised Statutes, as the same
may be amended, superseded, or replaced by any successor section, statute, or
provision.  No amendment to these Articles of Incorporation, directly or
indirectly, by merger or consolidation or otherwise, having the effect of
amending or repealing any of the provisions of this paragraph shall apply to or
have any effect on any transaction involving acquisition of control by any
person or any transaction with an interested stockholder occurring prior to such
amendment or repeal.




ARTICLE
VI


COMBINATIONS
WITH INTERESTED STOCKHOLDERS




The
Corporation elects not to be governed by the terms and provisions of Sections
78.411 through 78.444, inclusive, of the Nevada Revised Statutes, as the same
may be amended, superseded, or replaced by any successor section, statute, or
provision.




ARTICLE
VII


LIMITATION
ON LIABILITY




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 damages for breach of fiduciary duty resulting
from (a) acts or omissions which involve intentional misconduct, fraud, or a
knowing violation of law, or (b) the payment of dividends in violation of
section 78.300 of the Nevada Revised Statutes as it may from time to time be
amended or any successor provision thereto.







ARTICLE
VIII


PRINCIPAL
OFFICE AND RESIDENT AGENT




The
address of the Corporation's registered office in the state of Nevada is 5017
Wild Buffalo Ave, Las Vegas, Nevada 89131.  The name of its resident agent
in the state of Nevada is Stephen Cartisano.  Either the registered office
or the resident agent may be changed in the manner provided by law.





ARTICLE
IX


AMENDMENTS




The
Corporation reserves the right to amend, alter, change, or repeal all or any
portion of the provisions contained in these articles of incorporation from time
to time in accordance with the laws of the state of Nevada, and all rights
conferred on stockholders herein are granted subject to this
reservation.




ARTICLE
X


ADOPTION
AND AMENDMENT OF BYLAWS




The board
of directors shall adopt the original bylaws, or shall adopt other bylaws in
their discretion.  The power to alter, amend, or repeal the bylaws or adopt
new bylaws shall be vested in the board of directors, but the stockholders of
the Corporation may also alter, amend, or repeal the bylaws or adopt new bylaws.
 The bylaws may contain any provisions for the regulation or management of
the affairs of the Corporation not inconsistent with the laws of the state of
Nevada now or hereafter existing.




ARTICLE
XI


DIRECTORS




The
governing board of the Corporation shall be known as the board of directors.
 The number of directors comprising the board of directors shall be fixed
and may be increased or decreased from time to time in the manner provided in
the bylaws of the Corporation, except that at no time shall there be less than
one or more than seven directors.